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COP Board of Governors of the Federal Reserve System
FRY-6 OMB Number 7100 -0297 Approval expires December 31 2015 Page 1 of2
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year This Report is required by law Section 5(c)(1)(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11 (a)(1 ) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 2111 3(c)) and Section 2255(b) of Regulation Y (12 CFR sect 225S(b)) and section 1 O(c)(2)(H) of the Home Owners Loan Act Return to the appropriate Federal Reserve Bank the original and the number of copies specified
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company This individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an rndividual who is a senior official and is also a director the chairshyrrian of the board must sign the report
1 Carol Jo Fritts
Name of the Holding Company Director and Official
Trustee of First Neighborhood Bancshares Inc ESOP TTille of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Rserve System and are true and correct to the best of my 1$flowledge and belief
ith respect to information regarding individuals contained in this (port the Reporter certifies that it has the authority to provide this illformation to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or bbject to public release of information regarding that individual yenfie Federal Reserve may assume in the absence of a request for bonfidential treatment submitted in accordance with the Boards Rules Regarding Availability of Information 12 CFR Part 261 (ht the Reporter filKJ individual consent to public release of all details in the report concerning that individual n ) I J
fficial
afor holding companies nQt registered with the SECshyfndicate status of Annual Report to Shareholders
is included with the FR Y-6 report
middoto will be sent under separate cover
p is not prepared
bull or Federal Reserve Salt ys d RSSD6 ss Ji cltJ
This report form is to be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a person) is not required to respond to an information collection unless it displays a currently valid OMB control number
Date of Report (top-tier holding companys fiscal year-end)
December 31 2014 Month I Day I Year
None Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporters Name Street and Mailing Address First Neighborhood Bancshares Inc Employee Stock Legal 1iUe of Holding Company
Owership Plan--------- 201 N Meridian St PO Box 127 (Mailing Address of the Holding Company) Street I PO Box
Toledo IL 62468 City
same State
Physical Location (if different from mailing address)
Zip Code
Person to whom questions about this report should be directed Kathy L Peters Senior Vice Presedent Name
217-849-2701 Area Code I Phone Number I Extension
217-849-3793 Area Code I FAX Number
kpetersfirstneighborcom E-mail Address
wwwfirstneighborcom
Title
Address (URL) for the Holding Companys web page
Does the reporter request confidential treatment for any portion of this
submission
D Yes Please identify the report items to which this request applies
(gJ No
D In accordance with the instructions on pages GEN-2 and 3 a letter justifying the request is being provided
D The information for which confidential treatment is sought is being submitted separately labeled Confidential
Flllblic reporting burden for this information collection is estimated to vary from 13 to 101 hours per response with an average of 525 hours per response including time to gather and 1Jintain data in the required form and to review inslructions and complete the information collection Send comments regarding this burden estimate or any other aspect of this collection of information including suggestions for reducing this burden to Secrelary Board of Governors of the Federal Reserve System 20lh and C Streets NW washinglon DC 20551 and lo the 0ffice or Management and Budge Paperwork Reduction Project (7100-0297) Washinglon DC 20503
102014
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CARL MORRIS COLLINS
May l 31 1927 - May 151 2014
We are proud to dedicate this years annual book to Carl Morris Collins
Carl began a career in banking with the First State Bank of Newman now known as First Neighbor
Bank1 in June 1958 and became a director in November that same year He was appointed Cashier in 19741 President in 1979 and served in fhat capacity until he retired in 1994 He continued to serve as director emeritus for First Neighbor Bank until his health would no longer allow him to do so
He also served his community in the offices of Newman city clerk1 Newman Township clerk1 Newman Republican precinct committeeman1 Douglas County Veterans Assistance Commission1 and CUSD No 303 treasurer and school board member
Carl loved life and nature He enjoyed hunting1 fishing1 golfing1 camping1 woodworking and gardening A talented athlete he earned the honor of induction into the Casey Baseball Hall of Fame His favorite times were spent camping with his family They were always the most important part of his life
As a board member and as Director Emeritus1 Carl seldom missed a board meeting He stayed up to date with banking economics and the community In later years he and his wife Rita traveled often with First Neighbor Travel and he was always proud to be part of our bank family
Carl and Rita Collins were both instrumental in the formation of the Employee Stock Ownership Plan for our company Their faith in the company has helped us to grow and pro_sper Thank you Carl for all that you did for us at the bank and in the community Yqu will rorever be a
middotpart of First Neighbor history
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First Neighborhood Bancshares Inc
PO Box 127 201 North Meridian Toledo lllinois 62468-0127
Dear Shareholders and Friends
Superior financial services with a local touch )In Employee Owned Company
Telephone 2178492701 Fax 2178493793
firstneighborcom
It truly has been a wonderful year at First Neighborhood Bancshares Inc The company has grown $30 Million in total assets and our earnings remained strong at $2753 million Again we continue to perform above our peers
In the past year we opened our new facility in Mattoon We also purchased an insurance agency in Neoga IL which will allow us to offer a full range of insurance services to our customer base
More technology changes are on the horizon for us and we look forward to being able to offer the latest in electronic banking services to our customers with the addition of mobile banking and more sophisticated on-line banking
You will see many photographs in our report this year of the staff members serving our communities At First Neighbor we believe in community banking and community service and it shows
Our Directors and Advisory Directors are critical to the success of the company Their advice and leadership give us the support necessary to continue to thrive in todays financial climate
Our Annual Book has been dedicated to the life of Carl Collins Carl served the First State Bank of Newman and First Neighbor Bank for over 55 years as well as the community of Newman Carl will be remembered for his dedication to our bank our company our community and our industry
Also featured in this years Annual Report is a memorial to William A (Tony) Sunderman Tony was our bank attorney for many years and was a member of our bank family He was helpful and supportive of our staff every day
We thank you for your support and continued belief in our company
Very truly yours
rcdP )Ze6i Carol Jo(Pritts President
The following individuals proudly serve the shareholders and communities of First Neighbor Bank NA
BOARD OF DIRECTORS FIRST NEIGHBORHOOD BANCSHARES INC
Carol Jo Fritts Chairman Robert C Carr Vice-Chairman John Crouch Richard Gresens
Robert C Carr Chairman Carol Jo Fritts Vice-Chairman President John Crouch
Gerald Kincaid Judi Markwell Secretary James W Whitaker William James Wood
FIRST NEIGHBOR BANK NA
Judi Markwell James W Whitaker William James Wood Robert Scott Director Emeritus Richard Gresens Secretary
Gerald Kincaid Lacey James amp Susan Sowers ESOP Representatives
James Bolin
Larry Clapp
Dr Don Freesmeier
Brad Keck
Steve Allen
ADVISORY DIRECTORS OF CASEY
Kim Davidson Jason Garver
ADVISORY DIRECTORS OF CHARLESTON
Mike Metzger Tom Porter Mike Vaughan
ADVISORY DIRECTORS OF MATTOON
ADVISORY DIRECTORS OF NEOGA
Matt Romack Carol Smith
ADVISORY DIRECTORS OF NEWMAN
Tom DeWitt James Ingram
FIRST NEIGHBOR BANK NA TOLEDO BRANCH
OFFICERS AND STAFF
Dwight Shore
Scott Wilson
Brian Titus
Barry Williamson
Steve Williams
Carol Jo Fritts President amp Chief Executive Officer 2581011 1211 Kathy Peters Senior Vice-President 1561011121317
Garrie Carlen VP Information Technology 5612 Kathleen A Darling Loan Officer 6
Thomas A Webb Senior VP amp Chief Loan Officer 5611
Scott E Bland Vice-President 89101211
Linda K Simpson Vice-President 25810111213 1517
Teresa Allison Data Processing Officer 12 Michelle Peters Assistant Loan Officer 51013
CUSTOMER SERVICE REPRESENTATIVES
Kendra Heinbaugh Kendall Heuerman Hallie Konczak (part-time) Shae Seaton Alice Sherwood 1011 Star Shoot CSR Supervisor 3 Hannah Sudkamp 119
MARKETING-GRAPHIC DESIGN
Bill Morris 151013
INTERNAL AUDIT STAFF
Christopher R Light 5 Lacey James 1013 Gina Sweitzer 34
BOOKKEEPING AND COMPUTER DEPARTMENT
Robert C Carr Network Administrator Roydeg Corder Network Administrator12 Amy Johnson Data Processing Specialist Brian Keesler Network Administrator Benjamin Pals Data Processing Support Chris Walker Data Processing Specialis(1114 Cassie Watkins Data Processing Support 1
CREDIT ADMINISTRATION
Cindy Light Nancy McElravy 11
Samantha Strohl
HUMAN RESOURCES
Julie Morgan 5811121618
CROP INSURANCE
Ross Green15
COURIER Ernie Barnes (part-time)
GREENUP BRANCH
Julie A Gray Cashier Branch Manager 5691113 June Hayden Vice-President Loan Officer 5 10
Joanna Markwell Loan Administrator
Christopher Overbeck Loan Officer 15 Kim Dossett Assistant Loan Officer
CUSTOMER SERVICE REPRESENTATIVES
Stephanie Henderson CSR Supervisor 3 Deborah Light Sheila Millsap Suzette Ragon Robyn Strong
BOOKKEEPING AND COMPUTER DEPARTMENT
Sharon Button
NEWMAN BRANCH
CREDIT ADMINISTRATION
Kayla Aaron Lisa Jewell
Wayne Griffin Vice-President Branch Manager 6911
Jill Eastin Vice-President 355101315 Kim McGee Business Development Officer 1317
Liz Brooks 4 Cindy Hawkins Assistant Cashier 1511
Kathy Dorsett Loan Officer Samantha Hutchinson Assistant Loan Officer 341015 Shelby Smith (part-time) 4
CASEY BRANCH
Bradley D Fitch Senior Vice-President Branch Manager 6911
Penny Huddlestun Loan Officer 5 Amber Richards 34 Lindsey Montgomery 14
Marilyn Hudson 4
CHARLESTON BRANCH
Gail Hellon Vice-Presidenl Branch Manager 5910
Phil Fanale Senior VP amp Regional Loan Officer Mike Tilus Loan Officer Shelly Evans Assislanl Cashier Brian Slolz Loan Officer Sarah Hendrix Loan Officer 1
Bailey Bosler4 Jeremy Bennett 4 Taylor Ellis Credi Adminislralion Amy Rakow 4 Brilney Sims 4 Paula Snider Credi Adminislralion
NEOGA BRANCH
Kevin Jansen Vice-Presidenl Branch Manager 55 91115 Josh Spannagel Loan Officer 5 Susan Sowers Assislanl Cashier31013 Michelle Overbeck Credi Adminislralion 14
Lacy Eden (part-lime) 4 Slephanie Roderick 4 Martha While 4
MATTOON BRANCH
Sarah Will Loan Officer Branch Manager 9 T J Dosch Vice-Presidenl Loan Officer Darren Bozinoski Assislanl Loan Officer 110
Trena McMechan Credi Adminislralion
Charily Overmyer 4 Rachel Schafer 34 13 Erica Tomasello Assislanl Cashier
ACCOUNTING OFFICES CASEY
Renee Servis CPA and VP Financial Services 11
Mary Gard Assistanl Cashier 7 Barbara Aleshire Enrolled Agenl 47 Andrea Murphy 4511013 Rebecca Sowers Adminislralive Assislanl Tony Tilghman Slaff Accounlanl
Linda K Walk CPA amp Office Manager Kennelh 0 Walk CPA Donna Fearday Slaff Accounlanl
CHARLESTON
Beverly Reisner Office Manager Enrolled Agenl 11013 Tiffany Wallace Slaff Accounlanl 1 Kelsey Warner Receplionisl
NEOGA
Tabilha Green Staff Accountanl Tyndall Green Staff Accounlanl Auslin Hernandez Receplionisl (part-lime)
INSURANCE OFFICE
Rose Ruholl Insurance Agency Manager Mark Behrns Producer Paula Cramer Adminislralive Assislanl
Steve Neimeyer Producer Healher Odell Adminislralive Assislanl
1 Infernal Markeling Team 2 lnvesfmenl Portfolio Manager for all banks 3 Kids KLUB 4 Cuslomer Service Representalive 5 Compliance Council 6 ESOP Comrnunicalions Committee 7 Accounlanl
s Human Resources g Security Officers 10 Marketing 11 Assel-Liabilily Committee 12 Eleclronic Dala Processing Committee 13 Newsletter 14 Bucky- Bank Masco
15 Crop Insurance 1s Bank Secrecy Ac 11 Travel Coordinalor 1s Infernal Audi 19 Business Developmenl Represenlalive
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
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Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
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First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
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I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
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CARL MORRIS COLLINS
May l 31 1927 - May 151 2014
We are proud to dedicate this years annual book to Carl Morris Collins
Carl began a career in banking with the First State Bank of Newman now known as First Neighbor
Bank1 in June 1958 and became a director in November that same year He was appointed Cashier in 19741 President in 1979 and served in fhat capacity until he retired in 1994 He continued to serve as director emeritus for First Neighbor Bank until his health would no longer allow him to do so
He also served his community in the offices of Newman city clerk1 Newman Township clerk1 Newman Republican precinct committeeman1 Douglas County Veterans Assistance Commission1 and CUSD No 303 treasurer and school board member
Carl loved life and nature He enjoyed hunting1 fishing1 golfing1 camping1 woodworking and gardening A talented athlete he earned the honor of induction into the Casey Baseball Hall of Fame His favorite times were spent camping with his family They were always the most important part of his life
As a board member and as Director Emeritus1 Carl seldom missed a board meeting He stayed up to date with banking economics and the community In later years he and his wife Rita traveled often with First Neighbor Travel and he was always proud to be part of our bank family
Carl and Rita Collins were both instrumental in the formation of the Employee Stock Ownership Plan for our company Their faith in the company has helped us to grow and pro_sper Thank you Carl for all that you did for us at the bank and in the community Yqu will rorever be a
middotpart of First Neighbor history
I
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First Neighborhood Bancshares Inc
PO Box 127 201 North Meridian Toledo lllinois 62468-0127
Dear Shareholders and Friends
Superior financial services with a local touch )In Employee Owned Company
Telephone 2178492701 Fax 2178493793
firstneighborcom
It truly has been a wonderful year at First Neighborhood Bancshares Inc The company has grown $30 Million in total assets and our earnings remained strong at $2753 million Again we continue to perform above our peers
In the past year we opened our new facility in Mattoon We also purchased an insurance agency in Neoga IL which will allow us to offer a full range of insurance services to our customer base
More technology changes are on the horizon for us and we look forward to being able to offer the latest in electronic banking services to our customers with the addition of mobile banking and more sophisticated on-line banking
You will see many photographs in our report this year of the staff members serving our communities At First Neighbor we believe in community banking and community service and it shows
Our Directors and Advisory Directors are critical to the success of the company Their advice and leadership give us the support necessary to continue to thrive in todays financial climate
Our Annual Book has been dedicated to the life of Carl Collins Carl served the First State Bank of Newman and First Neighbor Bank for over 55 years as well as the community of Newman Carl will be remembered for his dedication to our bank our company our community and our industry
Also featured in this years Annual Report is a memorial to William A (Tony) Sunderman Tony was our bank attorney for many years and was a member of our bank family He was helpful and supportive of our staff every day
We thank you for your support and continued belief in our company
Very truly yours
rcdP )Ze6i Carol Jo(Pritts President
The following individuals proudly serve the shareholders and communities of First Neighbor Bank NA
BOARD OF DIRECTORS FIRST NEIGHBORHOOD BANCSHARES INC
Carol Jo Fritts Chairman Robert C Carr Vice-Chairman John Crouch Richard Gresens
Robert C Carr Chairman Carol Jo Fritts Vice-Chairman President John Crouch
Gerald Kincaid Judi Markwell Secretary James W Whitaker William James Wood
FIRST NEIGHBOR BANK NA
Judi Markwell James W Whitaker William James Wood Robert Scott Director Emeritus Richard Gresens Secretary
Gerald Kincaid Lacey James amp Susan Sowers ESOP Representatives
James Bolin
Larry Clapp
Dr Don Freesmeier
Brad Keck
Steve Allen
ADVISORY DIRECTORS OF CASEY
Kim Davidson Jason Garver
ADVISORY DIRECTORS OF CHARLESTON
Mike Metzger Tom Porter Mike Vaughan
ADVISORY DIRECTORS OF MATTOON
ADVISORY DIRECTORS OF NEOGA
Matt Romack Carol Smith
ADVISORY DIRECTORS OF NEWMAN
Tom DeWitt James Ingram
FIRST NEIGHBOR BANK NA TOLEDO BRANCH
OFFICERS AND STAFF
Dwight Shore
Scott Wilson
Brian Titus
Barry Williamson
Steve Williams
Carol Jo Fritts President amp Chief Executive Officer 2581011 1211 Kathy Peters Senior Vice-President 1561011121317
Garrie Carlen VP Information Technology 5612 Kathleen A Darling Loan Officer 6
Thomas A Webb Senior VP amp Chief Loan Officer 5611
Scott E Bland Vice-President 89101211
Linda K Simpson Vice-President 25810111213 1517
Teresa Allison Data Processing Officer 12 Michelle Peters Assistant Loan Officer 51013
CUSTOMER SERVICE REPRESENTATIVES
Kendra Heinbaugh Kendall Heuerman Hallie Konczak (part-time) Shae Seaton Alice Sherwood 1011 Star Shoot CSR Supervisor 3 Hannah Sudkamp 119
MARKETING-GRAPHIC DESIGN
Bill Morris 151013
INTERNAL AUDIT STAFF
Christopher R Light 5 Lacey James 1013 Gina Sweitzer 34
BOOKKEEPING AND COMPUTER DEPARTMENT
Robert C Carr Network Administrator Roydeg Corder Network Administrator12 Amy Johnson Data Processing Specialist Brian Keesler Network Administrator Benjamin Pals Data Processing Support Chris Walker Data Processing Specialis(1114 Cassie Watkins Data Processing Support 1
CREDIT ADMINISTRATION
Cindy Light Nancy McElravy 11
Samantha Strohl
HUMAN RESOURCES
Julie Morgan 5811121618
CROP INSURANCE
Ross Green15
COURIER Ernie Barnes (part-time)
GREENUP BRANCH
Julie A Gray Cashier Branch Manager 5691113 June Hayden Vice-President Loan Officer 5 10
Joanna Markwell Loan Administrator
Christopher Overbeck Loan Officer 15 Kim Dossett Assistant Loan Officer
CUSTOMER SERVICE REPRESENTATIVES
Stephanie Henderson CSR Supervisor 3 Deborah Light Sheila Millsap Suzette Ragon Robyn Strong
BOOKKEEPING AND COMPUTER DEPARTMENT
Sharon Button
NEWMAN BRANCH
CREDIT ADMINISTRATION
Kayla Aaron Lisa Jewell
Wayne Griffin Vice-President Branch Manager 6911
Jill Eastin Vice-President 355101315 Kim McGee Business Development Officer 1317
Liz Brooks 4 Cindy Hawkins Assistant Cashier 1511
Kathy Dorsett Loan Officer Samantha Hutchinson Assistant Loan Officer 341015 Shelby Smith (part-time) 4
CASEY BRANCH
Bradley D Fitch Senior Vice-President Branch Manager 6911
Penny Huddlestun Loan Officer 5 Amber Richards 34 Lindsey Montgomery 14
Marilyn Hudson 4
CHARLESTON BRANCH
Gail Hellon Vice-Presidenl Branch Manager 5910
Phil Fanale Senior VP amp Regional Loan Officer Mike Tilus Loan Officer Shelly Evans Assislanl Cashier Brian Slolz Loan Officer Sarah Hendrix Loan Officer 1
Bailey Bosler4 Jeremy Bennett 4 Taylor Ellis Credi Adminislralion Amy Rakow 4 Brilney Sims 4 Paula Snider Credi Adminislralion
NEOGA BRANCH
Kevin Jansen Vice-Presidenl Branch Manager 55 91115 Josh Spannagel Loan Officer 5 Susan Sowers Assislanl Cashier31013 Michelle Overbeck Credi Adminislralion 14
Lacy Eden (part-lime) 4 Slephanie Roderick 4 Martha While 4
MATTOON BRANCH
Sarah Will Loan Officer Branch Manager 9 T J Dosch Vice-Presidenl Loan Officer Darren Bozinoski Assislanl Loan Officer 110
Trena McMechan Credi Adminislralion
Charily Overmyer 4 Rachel Schafer 34 13 Erica Tomasello Assislanl Cashier
ACCOUNTING OFFICES CASEY
Renee Servis CPA and VP Financial Services 11
Mary Gard Assistanl Cashier 7 Barbara Aleshire Enrolled Agenl 47 Andrea Murphy 4511013 Rebecca Sowers Adminislralive Assislanl Tony Tilghman Slaff Accounlanl
Linda K Walk CPA amp Office Manager Kennelh 0 Walk CPA Donna Fearday Slaff Accounlanl
CHARLESTON
Beverly Reisner Office Manager Enrolled Agenl 11013 Tiffany Wallace Slaff Accounlanl 1 Kelsey Warner Receplionisl
NEOGA
Tabilha Green Staff Accountanl Tyndall Green Staff Accounlanl Auslin Hernandez Receplionisl (part-lime)
INSURANCE OFFICE
Rose Ruholl Insurance Agency Manager Mark Behrns Producer Paula Cramer Adminislralive Assislanl
Steve Neimeyer Producer Healher Odell Adminislralive Assislanl
1 Infernal Markeling Team 2 lnvesfmenl Portfolio Manager for all banks 3 Kids KLUB 4 Cuslomer Service Representalive 5 Compliance Council 6 ESOP Comrnunicalions Committee 7 Accounlanl
s Human Resources g Security Officers 10 Marketing 11 Assel-Liabilily Committee 12 Eleclronic Dala Processing Committee 13 Newsletter 14 Bucky- Bank Masco
15 Crop Insurance 1s Bank Secrecy Ac 11 Travel Coordinalor 1s Infernal Audi 19 Business Developmenl Represenlalive
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
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Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
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r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
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middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc
PO Box 127 201 North Meridian Toledo lllinois 62468-0127
Dear Shareholders and Friends
Superior financial services with a local touch )In Employee Owned Company
Telephone 2178492701 Fax 2178493793
firstneighborcom
It truly has been a wonderful year at First Neighborhood Bancshares Inc The company has grown $30 Million in total assets and our earnings remained strong at $2753 million Again we continue to perform above our peers
In the past year we opened our new facility in Mattoon We also purchased an insurance agency in Neoga IL which will allow us to offer a full range of insurance services to our customer base
More technology changes are on the horizon for us and we look forward to being able to offer the latest in electronic banking services to our customers with the addition of mobile banking and more sophisticated on-line banking
You will see many photographs in our report this year of the staff members serving our communities At First Neighbor we believe in community banking and community service and it shows
Our Directors and Advisory Directors are critical to the success of the company Their advice and leadership give us the support necessary to continue to thrive in todays financial climate
Our Annual Book has been dedicated to the life of Carl Collins Carl served the First State Bank of Newman and First Neighbor Bank for over 55 years as well as the community of Newman Carl will be remembered for his dedication to our bank our company our community and our industry
Also featured in this years Annual Report is a memorial to William A (Tony) Sunderman Tony was our bank attorney for many years and was a member of our bank family He was helpful and supportive of our staff every day
We thank you for your support and continued belief in our company
Very truly yours
rcdP )Ze6i Carol Jo(Pritts President
The following individuals proudly serve the shareholders and communities of First Neighbor Bank NA
BOARD OF DIRECTORS FIRST NEIGHBORHOOD BANCSHARES INC
Carol Jo Fritts Chairman Robert C Carr Vice-Chairman John Crouch Richard Gresens
Robert C Carr Chairman Carol Jo Fritts Vice-Chairman President John Crouch
Gerald Kincaid Judi Markwell Secretary James W Whitaker William James Wood
FIRST NEIGHBOR BANK NA
Judi Markwell James W Whitaker William James Wood Robert Scott Director Emeritus Richard Gresens Secretary
Gerald Kincaid Lacey James amp Susan Sowers ESOP Representatives
James Bolin
Larry Clapp
Dr Don Freesmeier
Brad Keck
Steve Allen
ADVISORY DIRECTORS OF CASEY
Kim Davidson Jason Garver
ADVISORY DIRECTORS OF CHARLESTON
Mike Metzger Tom Porter Mike Vaughan
ADVISORY DIRECTORS OF MATTOON
ADVISORY DIRECTORS OF NEOGA
Matt Romack Carol Smith
ADVISORY DIRECTORS OF NEWMAN
Tom DeWitt James Ingram
FIRST NEIGHBOR BANK NA TOLEDO BRANCH
OFFICERS AND STAFF
Dwight Shore
Scott Wilson
Brian Titus
Barry Williamson
Steve Williams
Carol Jo Fritts President amp Chief Executive Officer 2581011 1211 Kathy Peters Senior Vice-President 1561011121317
Garrie Carlen VP Information Technology 5612 Kathleen A Darling Loan Officer 6
Thomas A Webb Senior VP amp Chief Loan Officer 5611
Scott E Bland Vice-President 89101211
Linda K Simpson Vice-President 25810111213 1517
Teresa Allison Data Processing Officer 12 Michelle Peters Assistant Loan Officer 51013
CUSTOMER SERVICE REPRESENTATIVES
Kendra Heinbaugh Kendall Heuerman Hallie Konczak (part-time) Shae Seaton Alice Sherwood 1011 Star Shoot CSR Supervisor 3 Hannah Sudkamp 119
MARKETING-GRAPHIC DESIGN
Bill Morris 151013
INTERNAL AUDIT STAFF
Christopher R Light 5 Lacey James 1013 Gina Sweitzer 34
BOOKKEEPING AND COMPUTER DEPARTMENT
Robert C Carr Network Administrator Roydeg Corder Network Administrator12 Amy Johnson Data Processing Specialist Brian Keesler Network Administrator Benjamin Pals Data Processing Support Chris Walker Data Processing Specialis(1114 Cassie Watkins Data Processing Support 1
CREDIT ADMINISTRATION
Cindy Light Nancy McElravy 11
Samantha Strohl
HUMAN RESOURCES
Julie Morgan 5811121618
CROP INSURANCE
Ross Green15
COURIER Ernie Barnes (part-time)
GREENUP BRANCH
Julie A Gray Cashier Branch Manager 5691113 June Hayden Vice-President Loan Officer 5 10
Joanna Markwell Loan Administrator
Christopher Overbeck Loan Officer 15 Kim Dossett Assistant Loan Officer
CUSTOMER SERVICE REPRESENTATIVES
Stephanie Henderson CSR Supervisor 3 Deborah Light Sheila Millsap Suzette Ragon Robyn Strong
BOOKKEEPING AND COMPUTER DEPARTMENT
Sharon Button
NEWMAN BRANCH
CREDIT ADMINISTRATION
Kayla Aaron Lisa Jewell
Wayne Griffin Vice-President Branch Manager 6911
Jill Eastin Vice-President 355101315 Kim McGee Business Development Officer 1317
Liz Brooks 4 Cindy Hawkins Assistant Cashier 1511
Kathy Dorsett Loan Officer Samantha Hutchinson Assistant Loan Officer 341015 Shelby Smith (part-time) 4
CASEY BRANCH
Bradley D Fitch Senior Vice-President Branch Manager 6911
Penny Huddlestun Loan Officer 5 Amber Richards 34 Lindsey Montgomery 14
Marilyn Hudson 4
CHARLESTON BRANCH
Gail Hellon Vice-Presidenl Branch Manager 5910
Phil Fanale Senior VP amp Regional Loan Officer Mike Tilus Loan Officer Shelly Evans Assislanl Cashier Brian Slolz Loan Officer Sarah Hendrix Loan Officer 1
Bailey Bosler4 Jeremy Bennett 4 Taylor Ellis Credi Adminislralion Amy Rakow 4 Brilney Sims 4 Paula Snider Credi Adminislralion
NEOGA BRANCH
Kevin Jansen Vice-Presidenl Branch Manager 55 91115 Josh Spannagel Loan Officer 5 Susan Sowers Assislanl Cashier31013 Michelle Overbeck Credi Adminislralion 14
Lacy Eden (part-lime) 4 Slephanie Roderick 4 Martha While 4
MATTOON BRANCH
Sarah Will Loan Officer Branch Manager 9 T J Dosch Vice-Presidenl Loan Officer Darren Bozinoski Assislanl Loan Officer 110
Trena McMechan Credi Adminislralion
Charily Overmyer 4 Rachel Schafer 34 13 Erica Tomasello Assislanl Cashier
ACCOUNTING OFFICES CASEY
Renee Servis CPA and VP Financial Services 11
Mary Gard Assistanl Cashier 7 Barbara Aleshire Enrolled Agenl 47 Andrea Murphy 4511013 Rebecca Sowers Adminislralive Assislanl Tony Tilghman Slaff Accounlanl
Linda K Walk CPA amp Office Manager Kennelh 0 Walk CPA Donna Fearday Slaff Accounlanl
CHARLESTON
Beverly Reisner Office Manager Enrolled Agenl 11013 Tiffany Wallace Slaff Accounlanl 1 Kelsey Warner Receplionisl
NEOGA
Tabilha Green Staff Accountanl Tyndall Green Staff Accounlanl Auslin Hernandez Receplionisl (part-lime)
INSURANCE OFFICE
Rose Ruholl Insurance Agency Manager Mark Behrns Producer Paula Cramer Adminislralive Assislanl
Steve Neimeyer Producer Healher Odell Adminislralive Assislanl
1 Infernal Markeling Team 2 lnvesfmenl Portfolio Manager for all banks 3 Kids KLUB 4 Cuslomer Service Representalive 5 Compliance Council 6 ESOP Comrnunicalions Committee 7 Accounlanl
s Human Resources g Security Officers 10 Marketing 11 Assel-Liabilily Committee 12 Eleclronic Dala Processing Committee 13 Newsletter 14 Bucky- Bank Masco
15 Crop Insurance 1s Bank Secrecy Ac 11 Travel Coordinalor 1s Infernal Audi 19 Business Developmenl Represenlalive
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
j I middotmiddot]1
- -
bullI I
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Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
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I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
The following individuals proudly serve the shareholders and communities of First Neighbor Bank NA
BOARD OF DIRECTORS FIRST NEIGHBORHOOD BANCSHARES INC
Carol Jo Fritts Chairman Robert C Carr Vice-Chairman John Crouch Richard Gresens
Robert C Carr Chairman Carol Jo Fritts Vice-Chairman President John Crouch
Gerald Kincaid Judi Markwell Secretary James W Whitaker William James Wood
FIRST NEIGHBOR BANK NA
Judi Markwell James W Whitaker William James Wood Robert Scott Director Emeritus Richard Gresens Secretary
Gerald Kincaid Lacey James amp Susan Sowers ESOP Representatives
James Bolin
Larry Clapp
Dr Don Freesmeier
Brad Keck
Steve Allen
ADVISORY DIRECTORS OF CASEY
Kim Davidson Jason Garver
ADVISORY DIRECTORS OF CHARLESTON
Mike Metzger Tom Porter Mike Vaughan
ADVISORY DIRECTORS OF MATTOON
ADVISORY DIRECTORS OF NEOGA
Matt Romack Carol Smith
ADVISORY DIRECTORS OF NEWMAN
Tom DeWitt James Ingram
FIRST NEIGHBOR BANK NA TOLEDO BRANCH
OFFICERS AND STAFF
Dwight Shore
Scott Wilson
Brian Titus
Barry Williamson
Steve Williams
Carol Jo Fritts President amp Chief Executive Officer 2581011 1211 Kathy Peters Senior Vice-President 1561011121317
Garrie Carlen VP Information Technology 5612 Kathleen A Darling Loan Officer 6
Thomas A Webb Senior VP amp Chief Loan Officer 5611
Scott E Bland Vice-President 89101211
Linda K Simpson Vice-President 25810111213 1517
Teresa Allison Data Processing Officer 12 Michelle Peters Assistant Loan Officer 51013
CUSTOMER SERVICE REPRESENTATIVES
Kendra Heinbaugh Kendall Heuerman Hallie Konczak (part-time) Shae Seaton Alice Sherwood 1011 Star Shoot CSR Supervisor 3 Hannah Sudkamp 119
MARKETING-GRAPHIC DESIGN
Bill Morris 151013
INTERNAL AUDIT STAFF
Christopher R Light 5 Lacey James 1013 Gina Sweitzer 34
BOOKKEEPING AND COMPUTER DEPARTMENT
Robert C Carr Network Administrator Roydeg Corder Network Administrator12 Amy Johnson Data Processing Specialist Brian Keesler Network Administrator Benjamin Pals Data Processing Support Chris Walker Data Processing Specialis(1114 Cassie Watkins Data Processing Support 1
CREDIT ADMINISTRATION
Cindy Light Nancy McElravy 11
Samantha Strohl
HUMAN RESOURCES
Julie Morgan 5811121618
CROP INSURANCE
Ross Green15
COURIER Ernie Barnes (part-time)
GREENUP BRANCH
Julie A Gray Cashier Branch Manager 5691113 June Hayden Vice-President Loan Officer 5 10
Joanna Markwell Loan Administrator
Christopher Overbeck Loan Officer 15 Kim Dossett Assistant Loan Officer
CUSTOMER SERVICE REPRESENTATIVES
Stephanie Henderson CSR Supervisor 3 Deborah Light Sheila Millsap Suzette Ragon Robyn Strong
BOOKKEEPING AND COMPUTER DEPARTMENT
Sharon Button
NEWMAN BRANCH
CREDIT ADMINISTRATION
Kayla Aaron Lisa Jewell
Wayne Griffin Vice-President Branch Manager 6911
Jill Eastin Vice-President 355101315 Kim McGee Business Development Officer 1317
Liz Brooks 4 Cindy Hawkins Assistant Cashier 1511
Kathy Dorsett Loan Officer Samantha Hutchinson Assistant Loan Officer 341015 Shelby Smith (part-time) 4
CASEY BRANCH
Bradley D Fitch Senior Vice-President Branch Manager 6911
Penny Huddlestun Loan Officer 5 Amber Richards 34 Lindsey Montgomery 14
Marilyn Hudson 4
CHARLESTON BRANCH
Gail Hellon Vice-Presidenl Branch Manager 5910
Phil Fanale Senior VP amp Regional Loan Officer Mike Tilus Loan Officer Shelly Evans Assislanl Cashier Brian Slolz Loan Officer Sarah Hendrix Loan Officer 1
Bailey Bosler4 Jeremy Bennett 4 Taylor Ellis Credi Adminislralion Amy Rakow 4 Brilney Sims 4 Paula Snider Credi Adminislralion
NEOGA BRANCH
Kevin Jansen Vice-Presidenl Branch Manager 55 91115 Josh Spannagel Loan Officer 5 Susan Sowers Assislanl Cashier31013 Michelle Overbeck Credi Adminislralion 14
Lacy Eden (part-lime) 4 Slephanie Roderick 4 Martha While 4
MATTOON BRANCH
Sarah Will Loan Officer Branch Manager 9 T J Dosch Vice-Presidenl Loan Officer Darren Bozinoski Assislanl Loan Officer 110
Trena McMechan Credi Adminislralion
Charily Overmyer 4 Rachel Schafer 34 13 Erica Tomasello Assislanl Cashier
ACCOUNTING OFFICES CASEY
Renee Servis CPA and VP Financial Services 11
Mary Gard Assistanl Cashier 7 Barbara Aleshire Enrolled Agenl 47 Andrea Murphy 4511013 Rebecca Sowers Adminislralive Assislanl Tony Tilghman Slaff Accounlanl
Linda K Walk CPA amp Office Manager Kennelh 0 Walk CPA Donna Fearday Slaff Accounlanl
CHARLESTON
Beverly Reisner Office Manager Enrolled Agenl 11013 Tiffany Wallace Slaff Accounlanl 1 Kelsey Warner Receplionisl
NEOGA
Tabilha Green Staff Accountanl Tyndall Green Staff Accounlanl Auslin Hernandez Receplionisl (part-lime)
INSURANCE OFFICE
Rose Ruholl Insurance Agency Manager Mark Behrns Producer Paula Cramer Adminislralive Assislanl
Steve Neimeyer Producer Healher Odell Adminislralive Assislanl
1 Infernal Markeling Team 2 lnvesfmenl Portfolio Manager for all banks 3 Kids KLUB 4 Cuslomer Service Representalive 5 Compliance Council 6 ESOP Comrnunicalions Committee 7 Accounlanl
s Human Resources g Security Officers 10 Marketing 11 Assel-Liabilily Committee 12 Eleclronic Dala Processing Committee 13 Newsletter 14 Bucky- Bank Masco
15 Crop Insurance 1s Bank Secrecy Ac 11 Travel Coordinalor 1s Infernal Audi 19 Business Developmenl Represenlalive
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
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bullI I
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Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
CUSTOMER SERVICE REPRESENTATIVES
Kendra Heinbaugh Kendall Heuerman Hallie Konczak (part-time) Shae Seaton Alice Sherwood 1011 Star Shoot CSR Supervisor 3 Hannah Sudkamp 119
MARKETING-GRAPHIC DESIGN
Bill Morris 151013
INTERNAL AUDIT STAFF
Christopher R Light 5 Lacey James 1013 Gina Sweitzer 34
BOOKKEEPING AND COMPUTER DEPARTMENT
Robert C Carr Network Administrator Roydeg Corder Network Administrator12 Amy Johnson Data Processing Specialist Brian Keesler Network Administrator Benjamin Pals Data Processing Support Chris Walker Data Processing Specialis(1114 Cassie Watkins Data Processing Support 1
CREDIT ADMINISTRATION
Cindy Light Nancy McElravy 11
Samantha Strohl
HUMAN RESOURCES
Julie Morgan 5811121618
CROP INSURANCE
Ross Green15
COURIER Ernie Barnes (part-time)
GREENUP BRANCH
Julie A Gray Cashier Branch Manager 5691113 June Hayden Vice-President Loan Officer 5 10
Joanna Markwell Loan Administrator
Christopher Overbeck Loan Officer 15 Kim Dossett Assistant Loan Officer
CUSTOMER SERVICE REPRESENTATIVES
Stephanie Henderson CSR Supervisor 3 Deborah Light Sheila Millsap Suzette Ragon Robyn Strong
BOOKKEEPING AND COMPUTER DEPARTMENT
Sharon Button
NEWMAN BRANCH
CREDIT ADMINISTRATION
Kayla Aaron Lisa Jewell
Wayne Griffin Vice-President Branch Manager 6911
Jill Eastin Vice-President 355101315 Kim McGee Business Development Officer 1317
Liz Brooks 4 Cindy Hawkins Assistant Cashier 1511
Kathy Dorsett Loan Officer Samantha Hutchinson Assistant Loan Officer 341015 Shelby Smith (part-time) 4
CASEY BRANCH
Bradley D Fitch Senior Vice-President Branch Manager 6911
Penny Huddlestun Loan Officer 5 Amber Richards 34 Lindsey Montgomery 14
Marilyn Hudson 4
CHARLESTON BRANCH
Gail Hellon Vice-Presidenl Branch Manager 5910
Phil Fanale Senior VP amp Regional Loan Officer Mike Tilus Loan Officer Shelly Evans Assislanl Cashier Brian Slolz Loan Officer Sarah Hendrix Loan Officer 1
Bailey Bosler4 Jeremy Bennett 4 Taylor Ellis Credi Adminislralion Amy Rakow 4 Brilney Sims 4 Paula Snider Credi Adminislralion
NEOGA BRANCH
Kevin Jansen Vice-Presidenl Branch Manager 55 91115 Josh Spannagel Loan Officer 5 Susan Sowers Assislanl Cashier31013 Michelle Overbeck Credi Adminislralion 14
Lacy Eden (part-lime) 4 Slephanie Roderick 4 Martha While 4
MATTOON BRANCH
Sarah Will Loan Officer Branch Manager 9 T J Dosch Vice-Presidenl Loan Officer Darren Bozinoski Assislanl Loan Officer 110
Trena McMechan Credi Adminislralion
Charily Overmyer 4 Rachel Schafer 34 13 Erica Tomasello Assislanl Cashier
ACCOUNTING OFFICES CASEY
Renee Servis CPA and VP Financial Services 11
Mary Gard Assistanl Cashier 7 Barbara Aleshire Enrolled Agenl 47 Andrea Murphy 4511013 Rebecca Sowers Adminislralive Assislanl Tony Tilghman Slaff Accounlanl
Linda K Walk CPA amp Office Manager Kennelh 0 Walk CPA Donna Fearday Slaff Accounlanl
CHARLESTON
Beverly Reisner Office Manager Enrolled Agenl 11013 Tiffany Wallace Slaff Accounlanl 1 Kelsey Warner Receplionisl
NEOGA
Tabilha Green Staff Accountanl Tyndall Green Staff Accounlanl Auslin Hernandez Receplionisl (part-lime)
INSURANCE OFFICE
Rose Ruholl Insurance Agency Manager Mark Behrns Producer Paula Cramer Adminislralive Assislanl
Steve Neimeyer Producer Healher Odell Adminislralive Assislanl
1 Infernal Markeling Team 2 lnvesfmenl Portfolio Manager for all banks 3 Kids KLUB 4 Cuslomer Service Representalive 5 Compliance Council 6 ESOP Comrnunicalions Committee 7 Accounlanl
s Human Resources g Security Officers 10 Marketing 11 Assel-Liabilily Committee 12 Eleclronic Dala Processing Committee 13 Newsletter 14 Bucky- Bank Masco
15 Crop Insurance 1s Bank Secrecy Ac 11 Travel Coordinalor 1s Infernal Audi 19 Business Developmenl Represenlalive
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
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- -
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Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
CHARLESTON BRANCH
Gail Hellon Vice-Presidenl Branch Manager 5910
Phil Fanale Senior VP amp Regional Loan Officer Mike Tilus Loan Officer Shelly Evans Assislanl Cashier Brian Slolz Loan Officer Sarah Hendrix Loan Officer 1
Bailey Bosler4 Jeremy Bennett 4 Taylor Ellis Credi Adminislralion Amy Rakow 4 Brilney Sims 4 Paula Snider Credi Adminislralion
NEOGA BRANCH
Kevin Jansen Vice-Presidenl Branch Manager 55 91115 Josh Spannagel Loan Officer 5 Susan Sowers Assislanl Cashier31013 Michelle Overbeck Credi Adminislralion 14
Lacy Eden (part-lime) 4 Slephanie Roderick 4 Martha While 4
MATTOON BRANCH
Sarah Will Loan Officer Branch Manager 9 T J Dosch Vice-Presidenl Loan Officer Darren Bozinoski Assislanl Loan Officer 110
Trena McMechan Credi Adminislralion
Charily Overmyer 4 Rachel Schafer 34 13 Erica Tomasello Assislanl Cashier
ACCOUNTING OFFICES CASEY
Renee Servis CPA and VP Financial Services 11
Mary Gard Assistanl Cashier 7 Barbara Aleshire Enrolled Agenl 47 Andrea Murphy 4511013 Rebecca Sowers Adminislralive Assislanl Tony Tilghman Slaff Accounlanl
Linda K Walk CPA amp Office Manager Kennelh 0 Walk CPA Donna Fearday Slaff Accounlanl
CHARLESTON
Beverly Reisner Office Manager Enrolled Agenl 11013 Tiffany Wallace Slaff Accounlanl 1 Kelsey Warner Receplionisl
NEOGA
Tabilha Green Staff Accountanl Tyndall Green Staff Accounlanl Auslin Hernandez Receplionisl (part-lime)
INSURANCE OFFICE
Rose Ruholl Insurance Agency Manager Mark Behrns Producer Paula Cramer Adminislralive Assislanl
Steve Neimeyer Producer Healher Odell Adminislralive Assislanl
1 Infernal Markeling Team 2 lnvesfmenl Portfolio Manager for all banks 3 Kids KLUB 4 Cuslomer Service Representalive 5 Compliance Council 6 ESOP Comrnunicalions Committee 7 Accounlanl
s Human Resources g Security Officers 10 Marketing 11 Assel-Liabilily Committee 12 Eleclronic Dala Processing Committee 13 Newsletter 14 Bucky- Bank Masco
15 Crop Insurance 1s Bank Secrecy Ac 11 Travel Coordinalor 1s Infernal Audi 19 Business Developmenl Represenlalive
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
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Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
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bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
j I
FIRS T NEIGHBOR BANK MATTOON NEW FACILllY OPENED - MAY 151 2014
RIBBON CUTIING CEREMONY - DECEMBER 161 2014
The Mattoon Training Center is available for company and community use
Pictured is the Mattoon Chamber of Commerce ribbon cutting ceremony held on December 16 2014
1 I
j I middotmiddot]1
- -
bullI I
I I I
Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
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middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
1 I
j I middotmiddot]1
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I I I
Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
I I I
Carol Jo Fritts celebrates 40 years with First Neighbor Bank She was recognized at the Annual Christmas Party by each of the oranches and Board members
middot
First Neighbor Travel continues to explore regions of North America 2014 trips included Cape Cod Biltmore Estate Mt Rushmore and San Antonio
First Neighbor and its staff continue to support great causes throughout the year to help raise money and volunteer their time and energy
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
FIRST NEIGHBORHOOD BANCSHARES INC FIVE-YEAR SELECTED DATA (in thousands except per share data)
EARNINGS AND DIVIDENDS
Interest Income $ Interest Expense
Net Interest Income
Provision For Loan Losses
Net Interest Income After Provision For Loan Losses
Other Income Other Expense
Income Before Income Taxes Income Taxes Net Income $
Dividends lo Shareholders $ Dividends paid on ESOP shares
owned by ESOP Dividends $
PER SHARE DATA
Income Before Taxesmiddot $ Net Incomebull Dividends Book Value $
SELECTED BALANCE SHEET DATA
Assets Cash and cash equivalents $ Federal Funds Sold Certificates of Deposit Securities Net Loans and loans held for sale Other Assets Total Assets $
Liabilities and Stockholders Equity Deposits $ FHLB advances and Federal Funds Purchased Other Liabilities Stockholders Equity Total Liabilities and Stockholders Equity $
2014
11456 1046
10410
502
9908
3027 8891
4044 1291 2753
258
166 424
3636 2475
375 34717
6226 269
46 116 237997
21058 311666
245109 26132
1286 39139
311666
$
$
$
$
s
$
$
$
$
$
2013
10527 1187
9340
175
9165
2868 7840
4193 1504 2689
242
154 396
3776 2421
350 32147
6251 1453
51591 203373
19 185 281853
239262 5000 1192
36399 281853
2012 2011 2010
$ 10758 $ 11295 $ 11695 1548 2272 2906
9210 9023 8789
190 190 485
9020 8833 8304
2580 2313 2199 7433 7252 6832
4167 3894 3671 1461 1343 1213
$ 2706 $ 2551 $ 2458
$ 377 $ 212 $ 200
236 129 119 s 613 $ 341 s 319
$ 3739 s 3456 $ 3258 2428 2264 2182
540 300 280 $ 30804 $ 28996 $ 26196
$ 11743 s 7220 $ 7868 8571 12473 3882
249 57673 46070 41925
178088 174760 167620 15594 15408 15391
$ 271669 $ 255931 $ 236935
$ 235183 $ 221433 $ 205965
1531 1524 1154 34955 32974 29816
$ 271669 $ 255931 $ 236935
bull Earnings per share is calculated using weighted average shares outstanding less the number of unreleased ESOP shares See Note 9 of the notes to Consolidated Financial Statements
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
- bull )h _ -amiddoti
r 4fi i _-t i - - ----------
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
MANAGEMENT COMMENTS
The management comments for 2014 relate to our five year selected data and the December 31 2014 Peer Performance Analysis
The year-end Return on Assets for First Neighbor Bank was 96 which was a slight decrease from prior year but we remain above peer which is 91 The net income for First Neighborhood Bancshares Inc was $2753000 The year-end Return on Equity for First Neighbor Bank was 744 while national peer group was 878 It should be noted that the Tier 1 Capital Ratio for First Neighbor Bank was 1217 while our peer is 1008 The strength in our capital explains the Return on Equity being less than peer
Our Return on Equity directly relates to the Book Value of our Stock We had an increase in book value from $32147 in 2013 to $34717 in 2014 In addition a dividend of $375 per share was paid
Total Assets grew from $281853000 in 2013 to $311666000 in 2014 We also had significant growth in our tax and accounting practice Substantial growth was noted in the size of our loan portfolio
Due to the growth in our loan portfolio and some delinquent loans we increased our provision for loan losses from $175000 in 2013 to $502000 in 2014 Your management team remains strong During 2014 Kim Dossett was promoted to Assistant Loan Officer at our Greenup location and we hired a commercialag loan officer for Charleston Brian Stolz Brian came to us as a seasoned lender from Paris IL We are proud to have Kim and Brian as new members of our management team
William A (Tony) Sunderman January 24 1946 - December 25 2014
William A (Tony) Sunderman served as the attorney for our company for many yearssdod by us through all of our legal battles On niany occasions 8e was an important part or ou decision making proeiss H is missed by us all Tony
treated everyone here withreiPect and his humor brightened middotburday He was amiddotjoy to haveas kn attorney and riedgmiddotgt -
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I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
I McGladrey
To the Board of Directors First Neighborhood Bancshares Inc and Subsidiary Toledo Illinois
Report on the Financial Statements
McGladrey LLP
Independent Auditors Report
We have audited the accompanying consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the
design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financlal statements are free of material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the
assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made
by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion
Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of First Neighborhood Bancshares Inc and Subsidiary as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Champaign Illinois March 16 2015
1
Member of the RSM lnternatlonal network of lnrdent accounting tat and comuluog firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
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bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Balance Sheets
December 31 2014 and 2013 ($ in thousands)
2014 2013 Assets
Cash and cash equivalents $ 6226 s 6251 Federal funds sold 269 1453 Securities held to maturity 7 10 Securities available for sale- 46109 51581 Loans net of allowance for loan losses 2014 $1830 2013 $1618 236646 202966 Loans held for sale 1351 407 Premises and equipment 6144 5630 Accrued interest receivable 1893 1682 Goodwill 1093 1093 Bank-owned life insurance 8349 8115 Foreclosed real estate and other loan collateral 200 189 Other assets 3379 2476
Total Assets s 311 666 $ 281853
Liabilities and Stockholders Equity
Liabilities
Deposits
Demand $ 45317 $ 41919 NOW accounts 54590 50 162 Savings 72435 70069 Time $250000 and over 9183 9046 Other time 63584 68066
245109 239262 Federal Home Loan Bank advances 25500 5000 Federal funds purchased 632 Other liabilities 1286 1192
Total Liabilities 272527 245454
Stockholders Equity
Common stock $1 par value 200000 shares authorized 118554 shares issued 119 119
Surplus 5000 4954 Retained earnings 34633 32304 Accumulated other comprehensive income 574 227 Unearned employee stock ownership plan shares (378) (509) Treasury stock (5818 shares 2014 5328 shares 2013) at cost (809) 696)
39139 36399
Total Liabilities and Stockholders Equity $ 311 666 $ 281853
See Notes to Consolidated Financial Statements
2
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Income Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Interest income
Loans and fees on loans $ 10270 $ 9255 Investment securities 1150 1 21 1 Federal funds sold and other 36 61
11456 1 0527
Interest expense Deposits 1028 1 1 80 Other borrowings 18 7
1046 1 1 87
Net interest income 10410 9340
Provision for loan losses 502 175
Net interest income after provision for loan losses 9908 9 1 65
Other income Service fees 944 929 Gain on sale of loans held for sale 150 1 69 Gain on sale of securities 1 0 Increase in cash surrender value of life insurance 234 208
Other 1699 1 552 3027 2868
Other expense Salaries and employee benefits 5583 4804
Occupancy expenses 1152 1 051
other 2156 1 985 8891 7840
Income before income taxes 4044 41 93
Income taxes 1291 1 504
Net income $ 2 753 $ 2 689
See Notes to Consolidated Financial Statements
3
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Comprehensive Income Years Ended December 31 2014 and 2013 ($ in thousands)
Net income Other comprehensive income before tax
Unrealized net losses on securities Unrealized net holding gains (losses) arising during the period Less reclassification adjustment for gains included in income
Other comprehensive income (loss) before tax Income tax expense (benefit) related to items of other
comprehensive loss Other comprehensive income (loss) net of tax Comprehensive income
See Notes to Consolidated Financial Statements
4
2014 201 3
$ 2753 $ 2689
580 (1 388) (1 0)
580 (1 398)
233 (563) 347 (835)
$ 3 100 $ 1 854
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
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I I middot
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
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- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Stockholders Equity Years Ended December 31 2014 and 2013 ($ in thousands except for per share data)
Unearned Accumulated Employee
Other Stock Common Retained Comprehensive Ownership Treasury
Stock Surplus Earnings Income Plan Shares Stock Total
Balance December 31 2012 $ 1 1 9 $ 4921 $ 30011 $ 1 062 $ (516) $ (642) $ 34955
Net income 2689 2689 Other comprehensive loss 835) (835) Purchase of 251 shares of
treasury stock (54) (54) Employee stock-ownership plan
shares allocated 33 1 21 1 54 Employee stock-ownership plan
shares purchased (1 1 4) (1 1 4) Cash dividends ($350 per share) (396) 396)
Balance December 31 2013 1 1 9 4954 32304 227 (509) (696) 36399
Net income 2753 2753 other comprehensive income 347 347 Purchase of 490 shares of
treasury stock ( 113) (1 1 3) Employee stock-ownership plan
shares allocated 46 131 177 Cash dividends ($375 per share) (424) (424)
Balance December 31 2014 s 119 s 5000 s 34633 s 574 s (378) s (809) s 39139
See Notes to Consolidated Financial Statements
5
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows Years Ended December 31 2014 and 2013 ($ in thousands)
Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by
operating activities Depreciation and amortization Writedown of land Provision for loan losses Provision (benefit) for deferred income taxes Employee stock ownership compensation expense Net amortization of securities premiums and discounts Net (loss) gain on sales of foreclosed real estate and
repossessed assets Gain on sale of securities Gain on sale of loans Loans originated for sale Proceeds on loans sold Increase in cash surrender value of life insurance Change in assets and liabilities
Increase in accrued interest receivable Increase in other assets (Decrease) increase in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities Securities held to maturity
Principal paydowns Securities available for sale
Purchases Calls sales maturities and paydowns
Net increase in loans Net decrease in federal funds sold Proceeds from sales of other real estate and repossessed assets Purchases of premises and equipment Proceeds from sales of equipment Purchase of bank owned life insurance Cash paid for business combination
Net cash used in investing activities
(Continued)
6
$
2014 201 3
2753 $ 2689
496 405 1 5
502 1 75 131 (91 ) 177 1 54 264 1 46
29 (22) (1 0)
(150) (1 69) (17722) ( 1 8806) 16928 20325
(234) (208)
(211) (57) (779) (32) (270) 3 1 5
1914 4829
3 7
(6230) (1 1 1 39) 12018 1 5793
(34285) (26835) 1184 7i i8
63 230 (2347) (i 1 45) 1413 2
( 1 500) (200) ( 1 367)
(28381) ( 1 8 836) middot
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidated Statements of Cash Flows (Continued) Years Ended December 31 2014 and 2013 ($ in thousands)
2014 201 3 Cash Flows from Financing Activities
Net increase in demand NOW and savings accounts $ 1o192 $ 8 123 Net decrease in time deposits (4345) (4044) Net increase in federal funds purchased 632 Advances from Federal Home Loan Bank advances 25500 5000 Payments on Federal Home Loan Bank advances (5000)
Purchase of treasury stock (113) (54) Unearned ESOP shares acquired (1 1 4) Cash dividends paid (424) (396)
Net cash provided by financing activities 26442 85 1 5
Net decrease in cash and cash equivalents (25) (5492)
Cash and cash equivalents Beginning 6251 1 1 743
Ending $ 6 226 $ 6251
Supplemental Disclosures of Cash Flow Information Cash payments for
Interest paid to depositors $ 1 037 $ 1 204 Interest paid to other borrowings $ 18 $ 7 Income laxes $ 1 374 $ 1 61 2
Supplemental Schedule of Noncash Investing and Financing Activities Transfer of loans to real estate acquired in settlement of loans
and repossessed assets $ 135 $ 1 32 Loans originated to finance sale of real estate acquired in
settlement of loan $ 32 $ 1 07
See Notes to Consolidated Financial Statements
7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies
Nature of operations First Neighborhood Bancshares Inc is a single-bank holding company that provides a full range of banking and financial services to individual and business customers through its wholly owned subsidiary located in central Illinois The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products Additionally First Neighborhood Bancshares Inc and its subsidiary are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies
Principles of presentation The consolidated financial statements include the accounts of First Neighborhood Bancshares Inc (Company) and its wholly owned subsidiary First Neighbor Bank N A (Bank) All material intercompany accounts and transactions have been eliminated in consolidation
The consolidated financial statements of First Neighborhood Bancshares I nc and Subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America and with general reporting practices prescribed for the banking industry
In preparing the consolidated financial statements Company management is required to make estimates and assumptions which significantly affect the amounts reported in the consolidated financial statements Significant estimates which are particularly susceptible to change in a short period of time include the fair value of securities available for sale and the determination of the allowance for loan losses Actual results could differ from those estimates
Comprehensive income Accounting principles generally require that recognized revenue expenses gains and losses be included in net income Although certain changes in assets and liabilities such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet such items along with net income are components of comprehensive income
Securities held to maturity Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount which are recognized as adjustments to interest income using the level yield method over their contractual lives
Securities available for sale Securities classified as available for sale are those debt and equity securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as available for sale would be based on various factors including significant movements in interest rates changes in the maturity mix of the Companys assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value The difference between the fair value and amortized cost cost adjusted for amortization of premium and accretion of discounts recognized as adjustments to interest income using the level yield method over the contractual lives results in an unrealized gain or loss Unrealized gains or losses are reported as increases or decreases in accumulated other comprehensive income net of the related deferred tax effect and reported as a component of stockholders equity Realized gains or losses from the sale of securities are determined using the specific identification method and are included in earnings
8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
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bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses In estimating other-thanshytemporary impairment losses management considers (1) the length of time and the extent to which the fair value has been less than cost (2) the financial condition and near-term prospects of the issuer and (3) whether they have the intent to sel l the security and it is more likely than not they wil l not have to sel l the security before recovery of its cost basis
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of outstanding unpaid principal adjusted for charge-offs and an allowance for loan losses
Interest on loans is recognized by the simple interest method on daily balances of the principal amounts outstanding
The Banks policy is to discontinue the accrual of interest income on any loan when a loan becomes 90 days past due unless the loan is both well secured and in the process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at an earlier date if in the opinion of management there is reasonable doubt as to the timely collectibil ity of interest or principal Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible
Interest accrued in the current year but not collected for loans that are placed on nonaccrual or chargedshyoff is reversed against interest income Interest accrued during the prior year but not collected for loans placed on non-accrual status or charged-off is charged against the allowance for loan losses The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all delinquent principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for loan losses The allowance for loan losses is an amount that management believes wil l be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operating expense Loan losses are charged against the allowance for loan losses when management believes the loan fully or partially is uncollectible Subsequent recoveries if any are credited to the allowance for loan losses
The adequacy of the allowance for loan losses is evaluated by management on a regular basis The allowance for loan losses takes into consideration such factors as changes in the nature and volume of the loan portfolio overall portfolio quality review of specific problem loans and current economic conditions that may affect the borrowers ability to pay While management uses the best information available to make its evaluation future adjustments to the allowance for loan losses may be necessary if there are significant changes in economic conditions
In addition regulatory agencies as an integral part of their examination process periodically review the Banks allowance for loan losses and may require the Bank to make additions to the allowance for loan losses based on their judgment about information avai lable to them at the time of their examinations
9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
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gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
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None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
The allowance for loan losses consists of specific and general components The specific component relates to loans that are deemed impaired For such loans that are deemed impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The allowance for loan losses for the general component covers all loans not considered impaired and is based on historical loss experience adjusted for qualitative factors
A Joan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfal ls generally are not classified as impaired Management determines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed I mpairment is measured on a Joan-by-Joan basis by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Loans held for sale Loans held for sale are those loans the Bank has the intent to sell in the foreseeable future They consist of mortgage loans originated and held for sale to investors in the secondary market Loans held for sale are carried at the lower of aggregate cost or estimated market value as determined by aggregate outstanding commitments from investors or current investor yield requirements Net unrealized losses if any are recognized through a valuation allowance by charges to income Gains and losses on sale of loans are recognized at settlement dates and are determined by the difference between the sale proceeds and the carrying amount of the loans
I Goodwill Costs in excess of the estimated fair value of identifiable net assets acquired for transactions accounted for as purchases are recorded as an asset by the Company Annually or more frequently if warranted the Company reviews goodwill for events or circumstances that may indicate a change in recoverability of the underlying basis Management performs the annual impairment assessment as of September 30 of each year
Intangible assets Intangible assets are included in other assets and represent the intangible value of customer relationships resulting from deposit liabilities and services assumed and are amortized on a straight-line basis over periods of ten or fifteen years On a periodic basis the Company reviews the core deposit intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis
1 0
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
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middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Customer intangible asset disclosures are as follows
Customer intangible at beginning of year Additions Amortization
Customer intangible at end of year
Years Ending December 31 201 5 201 6 201 7 201 8 201 9 Thereafter
$
$
Year Ended December 31 201 4 21 03
843 $ 221 1 75 647 (51 ) (25)
967 $ 843
Amount $ 52
52 52 52 52
707 $ 967
Premises and equipment Premises and equipment are carried at cost less accumulated depreciation Depreciation is computed on the straight-line method over the estimated useful lives of the related assets Management periodically reviews the carrying value of its long-lived assets to determine if an impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life In making such determination management evaluates the performance on an undiscounted basis of the underlying operations or assets which give rise to such amount The estimated useful lives are as follows
Years Office furniture and fixtures 5-7
Foreclosed real estate and other loan collateral Real estate properties and other loan collateral acquired through or in lieu of loan foreclosure are recorded at fair value less cost to sell at the time of acquisition After acquisition valuations are periodically performed by management and the real estate and other loan collateral is carried at the lower of carrying amount or fair value less cost to sell Subsequent write-downs estimated on the later valuations gains or losses on sales revenue and expenses from operations are included in the loss on foreclosed assets in operations
1 1
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
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First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
Deferred income taxes Deferred taxes are provided using the liability method Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the consolidated financial statement amounts of existing assets and liabilities and their respective tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
When tax returns are filed it is highly certain that some positions taken would be sustained upon examination by the taxing authorities while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained The benefit of a tax position is recognized in the consolidated financial statements in the period during which based on all available evidence management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes if any Tax positions taken are not offset or aggregated with other positions Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 likely of being realized upon settlement with the applicable taxing authority The Company believes that the Company maintains no uncertain tax positions for tax reporting purposes and accordingly no liability is required to be recorded
The Company is subject to US federal income taxes as well as state of I l linois income taxes Tax years ending December 31 20 1 1 through 201 4 remain open to examination by these jurisdictions
Presentation of cash flows For purposes of reporting cash flows the Company consiltJers all cash on hand deposit accounts money market funds and investments in highly liquid debt instruments with a maturity of three months or less to be cash equivalents
New accounting standard In February 201 3 the Financial Accounting Standards Board (FASB) issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component In addition an entity is required to present either on the face of the statement where net income is presented or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period For other amounts that are not required under US GAAP to be reclassified in their entirety to net income an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts These amendments do not change the current requirements for reporting net income or other comprehensive income in consolidated financial statements This guidance became effective for the Company for fiscal years beginning after December 1 5 201 3 The adoption of this guidance did not have a material impact on our Consolidated Financial Statements
1 2
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In January 201 4 the FASB ASU 201 4-04 Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ASU 201 4-04 clarifies that an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1 ) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement Additionally the amendments require annual disclosures This guidance is effective for the Company for fiscal years beginning after December 1 5 201 4 The adoption of this guidance is not expected to have a material impact o n our consolidated financial statements
In August 201 4 the FASB issued ASU 201 4-1 4 Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure which requires if certain conditions are met an entity to derecognize a mortgage loan with a government guarantee upon foreclosure and to recognize a separate other receivable Upon foreclosure the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor This ASU will be effective for the Company for annual periods ending after December 1 5 201 5 using the same transition method elected under ASU 201 4-04 Early adoption is permitted The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements
In January 201 4 the FASB issued ASU 201 4-02 Intangibles-Goodwill and Other (Topic 350) Accounting for Goodwill which allows private companies an accounting alternative for subsequent measurement of goodwill An entity within the scope of this guidance may elect to amortize goodwill on a straight-l ine basis over 1 O years or less than 1 O years if the entity demonstrates that another useful life is more appropriate An entity that elects the accounting alternative is further required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level Goodwill should be tested for impairment when a triggering event occurs that indicates that the fair value of an entity (or reporting unit) may be below its carrying amount Under this accounting alternative the goodwill impairment amount if any would be the excess of the entitys (or the reporting units) carrying amount over its fair value The Company does not plan to elect the accounting alternative provided under ASU 201 4-02
In December 201 4 the FASB issued ASU 201 4-1 8 Business Combinations (Topic 805) Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council (PCC)) The amendment allows a private company an accounting alternative for the recognition of certain intangible assets acquired in a business combination In this alternative a private company would no longer recognize the following separate from goodwill (a) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of the business and (b) noncompetition agreements Many customer-related intangible assets because they are not capable of being sold or licensed independently from the other assets of the business would not be separately recognized under this accounting alternative However some customer-related intangible assets that are capable of being sold or licensed independently would continue to be separately recognized such as mortgage servicing rights core deposits and customer information (eg names and contact information) The decision to adopt the accounting alternative must be made upon the occurrence of the first transaction within the scope of this accounting alternative If the transaction occurs in the first fiscal year beginning after December 1 5 201 5 the adoption will be effective for that fiscal year and all periods thereafter If the transaction occurs in fiscal years beginning after December 1 5 201 6 the adoption will be effective in the interim period that includes the date of that first transaction and all periods thereafter The Company does not currently plan to elect the accounting alternative provided under ASU 201 4-02
1 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
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middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
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Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 Significant Accounting Policies (Continued)
In May 2014 the FASB issued ASU 201 4-09 Revenue from Contracts with Customers (Topic 606) requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers The updated standard will replace most existing revenue recognition guidance in US GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method Early adoption is not permitted The updated standard will be effective for annual periods beginning after December 1 5 201 8 The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements
Reclassifications Certain reclassifications have been made to the balances as of December 31 201 3 with no effect on net income or stockholders equity to be consistent with the classification adopted for December 3 1 201 4
Subsequent events The Company has evaluated subsequent events through March 1 6 201 5 the date on which the consolidated financial statements were issued
Note 2 Cash and Due From Banks
The Bank is required to maintain legal reserves composed of funds on deposit with the Federal Reserve Bank and cash on hand The required balances at December 31 201 4 and 201 3 were $2987 and $2532 respectively
The Company and Bank maintains its cash in deposit accounts which at times may exceed federally insured limits The Company has not experienced any losses in such accounts Management believes the Company is not exposed to any significant credit risk on cash and cash equivalents
1 4
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities
Amortized cost and fair values of securities are summarized as follows
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Held to maturity Mortgage-backed securities $ 7 $ $ $ 7
201 3
Mortgage-backed securities $ 1 0 $ $ $ 1 0
Gross Gross Amortized Unrealized Unrealized Fair
Cost Gains Losses Value 201 4
Available for sale US government agencies $ 601 9 $ $ 29 $ 5990 States and political subdivisions 2081 0 891 62 21 639 Mortgage-backed securities 1 8207 264 1 29 i 8 342
Total debt securities $ 45036 $ 1 1 55 $ 220 $ 45971 Equity securities 1 1 3 25 1 38
Total $ 45 1 49 $ 1 i 80 $ 220 $ 46 1 09
201 3
US government agencies $ 6657 $ 49 $ 68 $ 6638 States and political subdivisions 21 231 71 1 269 21 673 Mortgage-backed securities 23200 297 340 231 57
Total debt securities $ 51 088 $ 1 057 $ 677 $ 51 468 Equity securities 1 1 3 1 i 3
Total $ 51 201 $ 1 057 $ 677 $ 51 581
Al l mortgage-backed securities are secured by residential property and were purchased from Freddie Mac Fannie Mae or Ginnie Mae
1 5
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
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No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
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bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary middot
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
The amortized cost and fair value of debt securities at December 31 201 4 by contractual maturity are shown below Equity securities do not have stated maturities and therefore are not included in the following maturity summary Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalties Therefore these securities are not included in the maturity categories in the following maturity summary
Held to Maturity Available for Sale Amortized Fair Amortized Fair
Cost Value Cost Value Due in one year or less $ $ $ 1 924 $ 1 944 Due after one year through five years 7 7 1 1439 1 1 545 Due after five years through ten years 7596 7960 Due after ten years 5870 61 80 Mortgage-backed securities 1 8207 1 8342
$ 7 $ 7 $ 45 036 $ 45971
Available for sale securities with a carrying value of $43 1 1 0 and $43950 at December 3 1 201 4 and 201 3 respectively were pledged to secure public deposits and for other purposes as required or permitted by law
There were no sales of securities during the year ended December 31 2014 For the year ended December 31 201 3 gross realized gains and losses amounted to $25 and $1 5 respectively For the year ended December 31 201 3 the gross sale proceeds amounted to $2 1 42 respectively
Unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 201 4 and 201 3 are summarized as follows
201 4
Less than 1 2 Months 1 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 5990 $ 29 $ $ $ 5990 $ 29
States and political
subdivisions 2149 1 2 2868 50 5017 62
Mortgage-backed securities 4774 1 29 4774 1 29
$ 8 1 39 $ 41 $ 7 642 $ 1 79 $ 1 5 781 $ 220
1 6
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
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First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 3 Securities (Continued)
Less than i 2 Months
20i3 i 2 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Available for sale
US government agencies $ 1929 $ 68 $ $ $ i 929 $ 68 States and political
subdivisions 3495 i80 2258 89 5753 269 Mortgage-backed securities 12397 340 i 2397 340
$ 1 7 82i $ 588 $ 2258 $ 89 $ 20079 $ 677
At December 31 201 4 30 debt securities had unrealized losses with aggregate depreciation of 1 37 from the Companys amortized cost basis These unrealized losses relate principally to the fluctuations in the current interest rate environment
Based on evaluation of available evidence management believes the declines in fair value for these securities are temporary Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses Should the impairment of any of these securities become other than temporary the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified
Note 4 Loans
A summary of loans by type follows
December 3 1 201 4 201 3
Construction and Land Development $ 5701 $ 5042 Farmland 25635 1 6 1 20 Residential Real Estate 59984 57544 Commercial Real Estate 34592 33562 Agricultural 35869 31 539 Commercial 56551 45 1 38 Installment 201 44 1 5639
238476 204584 Less allowance for loan losses 1 830 1 61 8
$ 236646 $ 202966
The loan portfolio includes a concentration of loans to agricultural and agricultural-related industries amounting to $61 504 and $47659 as of D ecember 31 201 4 and 201 3 respectively The loans are expected to be repaid from cash flows or proceeds from the sale of selected assets of the borrowers Credit losses arising from lending transactions with agricultural and agricultural-related entities compare favorably with the Companys credit loss experience on its loan poifolio as a whole The concentration of credit in the agricultural economy is taken into consideration as to the ultimate collectibility of these loans is subject to estimates regarding future cash flows from operations and the value of the property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospect of borrowers
1 7
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
In the normal course of business loans are made to executive officers directors and the Employee Stock Ownership Plan and to parties which the Company or its directors and executive officers have the ability to significantly influence their management or operations (related parties) In the opinion of management the terms of these loans including interest rates and collateral are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectibility At December 31 201 4 and 201 3 the aggregate amount of such borrowings was $631 5 and $553 1 respectively
Loans serviced by the Company for others approximated $90528 and $85220 at December 31 201 4 and 201 3 respectively Loans serviced for others are not included in the accompanying consolidated balance sheets Servicing loans for others generally consists of collecting mortgage payments maintaining escrow accounts disbursing payments to investors and foreclosure processing
The Company maintains lending policies and procedures in place designed to focus lending efforts on the types locations and duration of loans most appropriate for the Companys business model and markets While not specifically limited the Company attempts to focus its lending on short to intermediate-term loans within the counties of its lending offices
The Companys lending can be summarized into seven primary areas construction and land development farmland residential real estate commercial real estate agricultural commercial and installment loans
Construction and Land Development loans The loan proceeds are contro lled by the Company and distributed for the improvement of real estate in which the Company holds a mortgage These loans typically have a maximum maturity between six months and one year The repayment of these loans is typically through permanent financing following completion of the construction Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of real estate loans These loans are closely monitored and subject to other industry guidelines The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Farmland loans Loans secured by farmland generally carry less credit risk than commercial real estate but generally carry greater risk than residential real estate loans Farmland loans usually involve loan balances that are larger than typical residential real estate loans and are secured by specific use agricultural properties Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Residential Real Estate loans Residential real estate loans consist of ciosed-end loans revolving open-end loans and construction loans One-to-four family residential loans generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Repayment depends on the individual borrowers capacity The Company has established minimum underwriting standards that inciude down payments debt service requirements and amortization schedules that conform to widely accepted standards
1 8
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
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Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
Commercial Real Estate loans Commercial real estate loans consist of non-farm non-residential real estate and multi-family residential real estate Commercial real estate loans generally have greater credit risks compared to one-to-four family residential real estate loans as they usually involve larger loan balances secured by non-homogeneous or specific-use properties Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market The Company has established minimum underwriting standards that include down payments debt service requirements and amortization schedules
Agricultural loans The following are primary types of agricultural loans livestock financing machinery and equipment and operating expenses for farmers Agricultural operating lines may be made on a short-term basis up to one year Other agricultural loans may have maximum maturities between three and five years Agricultural operation loans generally carry less credit risk than industrial loans but still possess collateral risk due to the special-use nature of the business assets securing the loans Generally repayment depends on the agricultural operations of the borrower and any supplemental income generated by the borrower The Company has established minimum underwriting standards
Commercial loans The following are primary types of commercial loans machinery and equipment business loans secured by inventory or accounts receivable floor plan loans and operating expenses for businesses Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrowers business and the borrowers ability to convert the assets to operating revenue and possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate
Installment loans Installment loans consist of loans to individuals Installment loans are either secured by depreciating col lateral including automobiles or unsecured and may consist of single-pay personal loans including overdraft and overdraft protection accounts credit cards and other small miscellaneous loans Consumer loans tend to carry more risk than real estate loans however they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers Loan collections are dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss divorce illness or personal bankruptcy The Company has established minimum underwriting standards that include the borrowers financial history the value of the underlying collateral and debt to income ratios
Credit quality is monitored at the inception of each loan via loan officer review and recommendation The Bank also has an internal loan review committee and an external loan review committee The internal loan review committee consists generally of all of the loan officer staff of the Bank The external loan review committee consists of bank employees who are not part of the lending function of the Bank but who have the skills necessary to review credits and make good decisions regarding the overall quality of each credit reviewed Loan review ratings are based upon future repayment ability financial strength of the borrower history and character of the borrower and the collateral position maintained by the Bank
1 9
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
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Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The internal loan review committee is charged with reviewing a minimum of 1 0 of each lenders consumer loan portfolio and with reviewing the quality of every credit relationship with an outstanding balance of $250 (excluding residential loan balance) or more In addition all credits graded 6 or below are to be reviewed All credits are reviewed for quality of documentation and quality of overall financial condition and loans are assigned a grade based upon overall quality Guidelines for grading credits are established each calendar year by management and approved by the Board of Directors
The external loan review committee is charged with reviewing all loan relationships in excess of $1 000 and al l relationships graded 6 or worse with a loan balance greater than $500 The review is essentially the same process as the internal review
Credit quality reviews are performed annually at a minimum with additional reviews performed on an asshyneeded basis
The Company utilizes a loan grading scale to assign a risk to all of its loans Loans are graded on a scale of 1 through 8 A description of the general characteristics of the grades is as follows
bull Grades 1 through 4 are considered to be credit grades that generally pass all of the criteria necessary for a loan to be an on-going satisfactorily performing receivable
bull A grade 5 credit is typically a performing credit grade but the credit may have one potential weakness that without corrective action could potentially affect the collectibility of the credit at a later time
bull A grade 6 credit is a credit with a well defined weakness or weaknesses that jeopardize loan repayment These types of credits have often times become seriously past due in repayment
bull A grade 7 credit is a credit that has deteriorated to a point where full collection of debt is highly improbable
bull A credit graded at 8 will result in a partial or complete charge off of the credit where a loss has been clearly identified
The following table presents risk grades segregated by class of loans
201 4 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 5593 $ $ 1 08 $ 5701 Farmland 24646 474 51 5 25635 Residential Real Estate 57827 268 1 889 59984 Commercial Real Estate 31 357 1 73 3062 34592 Agricultural 34958 867 44 35869 Commercial 55578 21 8 755 56551 Installment 20068 9 67 20 1 44
Total $ 230027 $ 2009 $ 6440 $ 238476
20
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
201 3 Grades Grade Grade 1 234 5 6 Total
Construction and Land Development $ 4934 $ $ 1 08 $ 5042 Farmland 1 6 1 20 1 6 1 20 Residential Real Estate 55661 1 883 57544 Commercial Real Estate 30 1 23 272 3 1 67 33562 Agricultural 31 498 41 31539 Commercial 44489 304 345 45 1 38 Installment 1 5542 97 1 5 639
Total $ 1 98 367 $ 576 $ 5 641 $ 204 584
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due An age analysis of past due loans still accruing and non-accrual loans is as follows
201 4 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ 8 $ $ $ 1 08 Farmland 1 1 6 60 Residential Real Estate 2094 238 245 1 082 Commercial Real Estate 1 20 1 22 541 2421 Agricultural 1 22 44 Commercial 92 53 290 325 Installment 247 50 1 1 5 4
Total $ 2 799 $ 463 $ 1 251 $ 3 984
201 3 Loans past due still accruing Non-Accrual
30-59 days 60-89 days 90+ days Loans
Construction and Land Development $ $ 537 $ $ 1 08 Farmland 1 32 365 Residential Real Estate 1 068 56 854 540 Commercial Real Estate 570 201 2335 Agricultural 23 41 Commercial 84 1 94 1 05 27 Installment 1 99 57 65 1 0
Total $ 2 053 $ 867 $ 1 590 $ 3 061
21
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
A loan is impaired when the probability exists that the Bank will be unable to collect all amounts of principal and interest due under the contractual terms of the loan Individual impairment calculations are deemed necessary for quarterly allowance for loan and lease losses (ALLL) analysis for any credits rated (by review) as a 6 or worse and exceed $250 in loan size or credit relationship size If a creditcredit relationship is deemed to be impaired these loans are excluded from homogenous pool analysis and specific allowance allocations are made for these credits In addition a loan of any size can be defined as impaired and specific allocations may be made in the ALLL analysis Any credit deemed to be a troubled debt restructuring (TDR) receives the same type of treatment as an impaired loan
A T D R is defined as a situation whereupon the Bank grants a concession to a borrower with financial difficulties that the Bank would not normally grant to a typical borrower All TD Rs are considered to be impaired for purposes of assessing the adequacy of the ALLL and for financial reporting purposes
There were no loans modified as a TDR during the year ended December 3 1 201 4 There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the year ended December 31 2014
During the year ended December 31 201 3 the Bank had one commercial real estate TDR totaling $ 1 40 The commercial real estate TDR was a change in the amortization period There were no TD Rs that subsequently defaulted (a default occurs when a loan is 90 days or more past due or transferred to nonshyaccrual) during the year ende_d December 31 201 3
The following tables provide details of impaired loans segregated by category The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs The recorded investment represents the customer balances net of any partial charge-offs recognized on the loan The average recorded investment is calculated using the current and prior year balances
December 31 2014
Unpaid Recorded Recorded Total Average Contractual Investment Investment Recorded Related Recorded
Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3386 $ 2696 $ 139999 $ 2836 $ 3 $ 2858 Commercial 390 270 270 270 Installment 5 5 5 2
Total $ 3 781 $ 2971 $ 139 999 $ 3111 $ 3 $ 3130
December 31 2013 Unpaid Recorded Recorded Total Average
Contractual Investment Investment Recorded Related Recorded Principal Balance with No Allowance with Allowance Investment Allowance Investment
Commercial Real Estate $ 3429 $ 2879 $ $ 2879 $ $ 3584
Commercial 270 270 270 145
Total $ 3 699 $ 3 149 $ $ 3 149 $ $ 3729
22
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The gross interest income that would have been recorded in the years ending December 31 201 4 and 201 3 if impaired loans had been current in accordance with their original terms was $256 and $1 73 respectively The gross interest income that would have been recorded in the years ending December 31 201 4 and 2013 if non-accrual loans not considered impaired had been current in accordance with their original terms was $43 and $6 respectively The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $23 and $43 for the years ended December 31 201 4 and 201 3 respectively
Allowance for loan losses
The ALLL represents an estimate of the amount of losses believed inherent in the Banks loan portfolio at the balance sheet date The ALLL analysis involves a high degree of estimation that management attempts to mitigate through the use of objective historical data Loan losses are charged against the ALLL when management believes the loan balance partially or fully is uncollectible Subsequent recoveries if any are credited to the ALLL Overall management believes the ALLL methodology is consistent with prior periods and the balance is adequate to cover the estimated losses in the Banks loan portfolio
The ALLL is evaluated by class of loans The general portion of the ALLL contains two components (i) a component of historical loss ratios and (ii) a component for adversely graded loans The historical loss ratio component is calculated using a 5-year historical average and adjusted for qualitative factors
The qualitative factors are based on current general economic conditions and other qualitative risk factors both internal and external to the Company In general such valuation allowances are determined by evaluating among other things (i) valuation of underlying collateral (ii) loan underwriting policy and procedures (iii) national and local economic factors (iv) nature and volume of the loan portfolio (v) depth and experience of management amp staff (vi) non-accrual past due and classified trend (vii) internalexternal loan review and oversight (viii) concentrations of credit and (ix) impact of competition legal and regulatory issues Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis Based on each components risk factor a qualitative adjustment to the reserve may be applied to the appropriate loan categories
During 201 4 the Bank slightly adjusted the qualitative factors related to the underlying collateral national and economic conditions and past due trends This resulted in a decrease in the ALLL requirements by $1 92 at December 31 201 4 compared to the method used for December 31 201 3
The Companys component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 5 and grade 6 portfolios that are not considered impaired loans The grade 6 portfolio general reserve is based on a 5-year average of the historical loss ratio for grade 6 loans
The specific portion of the Companys ALLL relates to loans that are impaired The impaired loans are subtracted from the general loans and are allocated specific reserves if necessary as determined by management based on an analysis of the fair value of collateral or discounted cash flow
23
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
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bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
The following table details activity on the ALLL for the years ending December 31 201 4 and 201 3 Allocation of a portion of the ALLL to one category does not preclude its availability to absorb losses in other categories
2014 Construct1on and Res1dent1a1 Commercial
Land Farmland Real Estate Real Estate A9ricultural Commercial Installment Total
Beginning Balance $ 30 $ 49 $ 501 $ 386 $ 154 s 373 $ 1 25 s 1 618 Provision for loan losses (1 3) 14 245 30 (31) 127 130 502 Loans charged-off 1 92 21 141 103 457 Recoveries 139 7 3 1 8 1 67 Ending Balance s 17 $ 63 s 693 $ 402 $ 123 $ 362 s 170 $ 1 830
Amount Allocated to Loans individually
evaluated for impairment s $ $ $ 3 s s $ $ 3
Loans collectively evaluated for impairment 1 7 63 693 399 123 362 170 1 827
Ending Balance $ 1 7 $ 63 $ 693 $ 402 $ 123 $ 362 s 170 s 1 830
Loans Loans individually
evaluated for impairment $ s $ $ 2836 s $ 270 $ 5 s 3 1 1 1
Loans collectively evaluated for impairment 5701 25635 59984 31 756 35869 56281 20 139 235365
Ending Balance s 5701 $ 25635 $ 59984 $ 34592 $ 35869 $ 56551 s 20 1 44 s 238476
24
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
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middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 4 Loans (Continued)
2013 Construction and Res1dent1al Commercial
Land Farmland Real Estate Real Estate Agricultural Commercial Installment Total
Beginning Balance s 80 s 41 $ 463 s 350 s 76 $ 309 $ 1 1 4 $ 1 433 Provision for loan losses (50) 8 1 6 23 77 59 42 175 Loans charged-off 64 51 1 1 5 Recoveries 86 13 5 20 1 25 Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 s 125 s 1 618
Amount Allocated to Loans individually
evaluated for impairment $ s $ $ $ $ $ s
Loans collectively evaluated for impairment 30 49 501 386 154 373 125 1 618
Ending Balance s 30 $ 49 $ 501 $ 386 $ 1 54 $ 373 $ 1 25 $ 1 618
Loans Loans individually
evaluated for impairment s $ $ $ 2879 $ s 270 $ s 3149
Loans collectively evaluated for impairment 5042 1 6 1 20 57544 30683 31 539 44868 1 5639 201435
Ending Balance s 5042 $ 1 6 1 20 $ 57544 $ 33562 $ 31 539 s 45138 s 1 5639 $ 204584
Note 5 Premises and Equipment
Premises and equipment consist of
December 31 201 4 201 3
Land $ 1 228 $ 1 288 7 332 5 982
Furniture and fixtures 4 1 94 4550 1 2754 1 1 820
Accumulated depreciation 661 0 6 1 90 $ 61 44 $ 5 630
25
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares I nc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 6 Deposits
At December 31 201 4 the scheduled maturities of time deposits are as follows
Years Ended December 31 201 5 201 6 201 7 201 8 201 9
Note 7 Federal Home Loan Bank Advances
$
$
Amount
57 1 60 1 1 873
1 787 1 202
745 72767
The Company has outstanding advances from the Federal Home Loan Bank (FHLB) A schedule of the borrowings is as follows
December 31 Rate Maturity Date 201 4
0 18 1 21 20 1 5 $ 5000 022 32201 5 3000 0 13 1 09201 5 3000 01 3 1 01 6201 5 1 000 013 1 028201 5 2000 013 1 1 9201 5 2000 013 1 1 1 7201 5 1 000 013 1 1 1 72015 3000 01 3 1 1 24201 5 1 500 013 1 228201 5 2000 013 1 230201 5 2000
$ 25500
Advances from the FHLB are collateralized by certain qualifying collateral such as loans with weightedshyaverage collateral values determined by the FHLB equal to at least the unpaid amount of outstanding advances The maximum borrowing capacity from the FHLB at December 3 1 201 4 is $66421
26
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
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I I middot
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
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in the bank None Shares in None
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of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes
The income taxes consist of
Federal Current Deferred
State Current Deferred
$
$
December 31 201 4 201 3
786 $ 1 225 1 1 4 (1 1 5) 900 1 1 1 0
374 370 1 7 24
391 394
1 291 $ 1 504
The reconciliation of the expected income tax expense computed at the maximum statutory rate of 35 to the reported income tax expense follows
December 3 1 201 4 201 3
Expected income taxes $ 1 41 5 $ 1 467 Increase (decrease) in income taxes resulting from
State income taxes net of federal tax benefit 254 256 Tax-exempt interest and dividends (252) (253) Interest expense disallowance 5 7 Income taxed at lower rates (40) (42) Increase in cash surrender value (1 04) (90) Other 1 3 1 59
$ 1 291 $ 1 504
27
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 8 Income Taxes (Continued)
The components of deferred income tax assets and liabilities follow
Deferred tax assets Allowance for loan losses Premises and equipment Other
Deferred tax liabilities FHLB stock dividends Goodwill Other Unrealized gain on securities avai lable for sale
Net deferred tax liability (asset)
Note 9 Employee Benefits
$
$
December 3 1 201 4 201 3
559 $ 449 1 03 1 23
1 78 662 750
(91 ) (94) (272) (276) ( 190) (1 40) (386) (1 53) (939) (663)
(277) $ 87
Profit sharing and 401 (k) plans The Bank has a contributory employee profit sharing plan and 401 (k) plan which cover substantially all employees The Bank has a supplemental executive retirement plan to permit an executive officer to receive contributions from the Bank or to elect to defer compensation from the Bank Employer contributions to the plans are at the discretion of the Board of Directors and amounted to approximately $28 for each of the years ended December 31 201 4 and 201 3
Employee stock ownership plan (ESOP) The Company has established an ESOP that is a definedshycontribution plan which satisfies the requirements of the Employee Retirement Income Security Act of 1 974 Employees over twenty years of age with at least 1 000 hours of service in a twelve-month period are eligible to participate Benefits vest over a six-year period and in fu l l after six years of qualified service
Dividends on shares held by the ESOP are paid to the ESOP trust and together with company contributions are used by the ESOP to repay principal and interest on the outstanding notes Shares are released for allocation to participants based upon the ratio of the current years debt service to the sum of total principal and interest payments over the life of the notes
Because the stock is not publicly traded the Company has an obligation to repurchase the shares from the plan participants as they are terminated
28
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 9 Employee Benefits (Continued)
Purchase of stock by the ESOP is as follows
Year Amount Balance Shares Unreleased Acquired Financed Outstanding Purchased Shares
Externally financed with LaSalle National Bank and refinanced internally in 2003 1 997 $ 35550
Internally financed with First Neighbor Bank NA 2001 $ 300 3057
2007 1 66 921 2007 1 42 1 7 778 2008 1 74 44 958 1 1 6 2009 1 27 48 698 1 67 201 0 1 01 51 533 1 99 201 1 1 66 1 04 738 389 201 2 1 42 1 06 629 452 201 3 1 1 4 99 451 387
469 4431 3 1 71 0
Loans financed from First Neighbor Bank NA are at prime rate plus 05 (375 at December 3 1 201 4 and adjustable each December 3 1 ) Eight equal annual payments are due annually on December 3 1 plus accrued interest
As shares are committed to be released from unallocated shares compensation expense will be recognized in an amount equal to the current market value of the shares Compensation expense recorded for the years ended December 3 1 201 4 and 2013 for the ESOP was $1 77 and $1 54 respectively In addition the Company elected to make $588 and $579 in cash contributions for the years ended December 31 201 4 and 201 3 respectively
The following table reflects the shares held by the plan
Shares allocated (fair value as of December 31 201 4 and 201 3 $1 3343 and $1 1 373 respectively)
Shares committed to be released Unreleased shares (fair value as of December 31 201 4 and 2013
$544 and $648 respectively)
29
December 31
201 4 201 3
41 958 645
1 71 0 4431 3
41 355 603
2355 4431 3
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($in thousands except share amounts)
Note 1 O Commitments Contingencies and Credit Risk
In the normal course of business there are outstanding various contingent liabilities such as claims and legal actions which are not reflected in the consolidated financial statements In the opinion of management no material losses are anticipated as a result of these actions or claims
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers These financial instruments include commitments to extend credit and letters of credit Those instruments involve to varying degrees elements of credit risk in excess of the amount recognized in the balance sheet The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements
Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party Those guarantees are primarily issued to support public and private borrowing arrangements including commercial paper bond financing and similar transactions The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers In the event the customer does not perform in accordance with the terms of the agreement with the third party the Bank would be required to fund the commitment The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary below If the commitment is funded the Bank would be entitled to seek recovery from the customer At December 3 1 201 4 and 201 3 no amounts have been recorded as liabilities for the Banks potential obligations under these guarantees
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments Financial instruments whose contract amounts represent credit risk at December 31 201 4 and 201 3 follows
Variable Fixed Range of Rates Rate Rate Total on Fixed Rate
Commitment Commitment Commitment Commitments 201 4
Commitments to extend credit and standby letters of credit $ 6350 $ 31 466 $ 3781 6 1 90 - 1 800
201 3 Commitments to extend credit and
standby letters of credit $ 7002 $ 28899 $ 35901 350 - 1 800
The Company does not engage in the use of interest rate swaps or futures forwards or option contracts
30
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements
The Companys primary source of cash is dividends from the Bank By regulation First Neighbor Bank NA is prohibited from paying dividends in excess of the current years net income plus the retained net earnings from the prior two years without regulatory approval At December 3 1 201 4 First Neighbor Bank NA had approximately $6699 of retained earnings available for the payment of dividends without obtaining prior regulatory approval As a practical matter dividends distributed by the Bank are restricted to amounts that maintain prudent capital levels
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that if undertaken could have a direct material effect on the Company and the Banks consolidated financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Company and the Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
In early Ju ly 201 3 the Federal Reserve Board and the FDIC issued final rules implementing the Basel I l l regu latory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes The rules revise minimum capital requirements and adjust prompt corrective action thresholds The final rules revise the regulatory capital elements add a new common equity Tier 1 capital ratio increase the minimum Tier I capital ratio requirement and implement a new capital conservation buffer The rules also permit certain banking organizations to retain through a one-time election the existing treatment for AOC The final rules took effect for community banks on January 1 201 5 subject to a transition period for certain parts of the rules Management believes the Company will remain wellshycapitalized under the new rules
Quantitative measures established by regulation to ensure capital adequacy require the Bank to m aintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 31 201 4 that the Company and the Bank meet all capital adequacy requirements to which they are subject
31
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
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J j i I 1 q
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 1 Capital Requirements (Continued)
As of December 31 201 4 the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as well capitalized the Bank must maintain minimum total risk-based Tier I risk-based and Tier I leverage ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
To Be Well Capitalized Under
For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio 2014
Total Capital (to Risk Weighted Assets)
Consolidated $ 38335 1 505 $ 20384 800 NIA NIA
First Neighbor Bank NA $ 38637 1 51 6 $ 20384 800 $ 25479 1 000 Tier I Capital (to Risk
Weighted Assets) Consolidated $ 36505 1 433 $ 10 192 400 NIA NIA First Neighbor Bank NA $ 36807 1 445 $ 10 192 400 $ 1 5288 600
Tier I Capital (to Average Assets)
Consolidated $ 36505 1 207 $ 1 2096 400 NIA NIA
First Neighbor Bank NA $ 36807 1 217 $ 12 096 400 $ 1 5 120 500
2013
Total Capital (to Risk Weighted Assets)
Consolidated $ 35854 1 624 $ 17661 800 NIA NIA
First Neighbor Bank NA $ 36163 1 638 $ 17661 800 $ 22076 1 000
Tier I Capital (to Risk
Weighted Assets) Consolidated $ 34236 1 551 $ 8830 400 NIA NIA
First Neighbor Bank NA $ 34545 1565 $ 8830 400 $ 13 246 600
lier I Capital (to Average Assets)
Consolidated $ 34236 1 230 $ 1 1 134 400 NIA NIA
First Neighbor Bank NA $ 34545 1 241 $ 1 1 134 400 $ 1 3917 500
32
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements
FASB ASC 820 Fair Value Measurements and Disclosures defines fair value establishes a framework for measuring fair value and expands disclosures about fair value measurements It also emphasizes that fair value is a market-based measurement not an entity-specific measurement and sets out a fair value hierarchy with the highest priority being quoted prices in active markets Under this gu idance fair value measurements are disclosed by level within that hierarchy
As defined in this guidance fair value 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 In determining fair value the Company uses various methods including market income and cost approaches Based on these approaches the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability including assumptions about risk andor the risks inherent in the inputs to the valuation technique
These inputs can be readily observable market corroborated or generally unobservable inputs The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy The fair value hierarchy ranks the quality and reliability of the information used to determine fair values Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories
bull Level 1 -Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
bull Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data
bull Level 3 - Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
For the years ended December 31 201 4 and 201 3 the application of valuation techniques applied to similar assets and liabilities has been consistent The following is a description of the valuation methodologies used for instruments measured at fair value
Securities available for sale (recurring) The fair value of the Companys equity securities available for sale is determined using Level 1 inputs The fair value of the Companys securities available for sale is determined using Level 2 inputs which the Company obtains from an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable Evaluators may prioritize inputs differently on any given day for any security based on market conditions and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day Because the data utilized was observable the securities have been classified as Level 2 in the ASC 820 fair value hierarchy
33
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
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lf middot
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J j i I 1 q
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 2 Fair Value Measurements (Continued)
During the year ended December 31 201 4 the Company did not make any transfers between Level 1 and Level 2 assets and liabilities
Assets and Liabilities at Fair Value on a Recurring Basis
The following table summarizes assets measured at fair value on a recurring basis as of December 31 201 4 and 2013 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value
Recurring
December 31
Quoted Prices in Active Markets
for identical Assets (Level 1 )
Significant Other Observable Inputs
(Level 2)
Significant Unobservable
Inputs (Level 3)
201 4
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
US government agencies $ State and political subdivisions Mortgage-backed securities Equity securities
5990 $ 21 639 1 8342
1 38
6638 $ 21 673 231 57
1 1 3
$
1 38
201 3
$
1 1 3
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
5990 $ 21 639 1 8342
6638 $ 21 673 23 1 57
Impaired loans measured using a practical expedient the loans observable market price or the fair value of the collateral if the loan is collateral dependent (nonrecurring) Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy Collateral may be real estate andor business assets including equipment inventory andor accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company Appraised and reported values may be discounted based on managements historical knowledge changes in market conditions from the time of valuation andor managements expertise and knowledge of the customer and customers business As of December 31 201 3 there were no impaired loans measured at fair value
34
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
( _
_ --
lf middot
d
I I middot
J j i I 1 q
i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 12 Fair Value Measurements (Continued)
Foreclosed assets (non-recurring) Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets Subsequently foreclosed assets are carried at the lower of carrying value or fair value Fair value is based upon independent market prices appraised values of the collateral or managements estimation of the value of the collateral When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2 When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price the Company records the foreclosed asset as nonrecurring Level 3 As of December 31 201 4 there were no foreclosed assets measured at fair value
The Company may be required from time to time to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with US generally accepted accounting principles These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period Assets measured at fair value on a nonrecurring basis are included in the table below
Nonrecurring
Impaired loans
Foreclosed assets
Quoted Prices
December 31
i n Active Markets
for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
s
$
2833 $
1 1 2 s
201 4
$
201 3
$
Note 13 Fair Value of Financial Instruments
Significant
Unobservable
Inputs
( Level 3)
$ 2833
$ 1 1 2
Current authoritative guidance requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheet and excludes certain financial instruments and all non-financial instruments from its disclosure requirements Accordingly the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company The following information presents estimated fair values of the Companys financial instruments as of December 31 201 4 and 201 3 and the methods and assumptions used to estimate those fair values
In addition to the methods disclosed previously the following methods and assumptions were used by the Company in estimating the fair value of its financial instruments
Cash and cash equivalents The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair values
Federal funds sold and purchased The stated carrying amount of federal funds sold approximate their fair values
35
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
( _
_ --
lf middot
d
I I middot
J j i I 1 q
i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 1 3 Fair Value of Financial Instruments (Continued)
Securities held to maturity The fair value of the Companys securities held to maturity is determined by an independent pricing service The independent pricing service evaluations are based on market data The market inputs that the independent pricing service normally seeks for evaluations of securities include benchmark yields reported trades brokerdealer quotes issuer spreads two-sided markets benchmark securities bids offers and reference data including market research publications For certain security types additional inputs may be used or some of the market inputs may not be applicable
Loans For variable-rate loans that reprice frequently and with no significant change in credit risk fair values are based on carrying values The fair values for fixed-rate loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality The carrying amount of accrued interest receivable approximates its fair value
Deposits The fair values for demand deposits equal their carrying amount which represent the amount payable on demand The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities The carrying amount of accrued interest payable approximates its fair value
FHLB advances The fair value of FHLB advances was calculated using a discounted cash flow approach that applies a comparable FHLB advance rate to the weighted average maturity of the borrowings
Off-balance-sheet instruments Fair values for the Companys off-balance-sheet instruments are based on fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties credit standing The fair values of these items are not material
The estimated fair values of the Companys financial instruments are as follows
December 3 1 201 4 December 3 1 201 3 Carrying Fair Carrying Fair Amount Value Amount Value
Financial assets
Cash and cash equivalents $ 6226 $ 6226 $ 6251 s 6251 Federal funds sold 269 269 1 453 1 453 Securities 46 1 1 6 461 1 6 51 591 51 591 Loans including loans held for sale 237997 237405 203373 203226 Accrued interest receivable 1 893 1 893 1 682 1 682
Financial liabilities
Deposits 2451 09 245290 239262 239326 Federal Home Loan Bank advances 25500 25500 5000 5000 Federal funds purchased 632 632 Accrued interest payable 75 75 84 84
36
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
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lf middot
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J j i I 1 q
i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Notes to Consolidated Financial Statements ($ in thousands except share amounts)
Note 13 Fair Value of Financial Instruments (Continued)
In addition other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures such as property and equipment Also nonfinancial instruments typically not recognized in consolidated financial statements nevertheless may have value but are not included in the above disclosures These include among other items the estimated earnings power of core deposit accounts the trained work force customer goodwill and similar items
Note 14 Business Combinations
During 201 4 the Company acquired an insurance company along with their existing furniture and fixtures for a total purchase price of $200 The purchase price was allocated to intangible assets of $1 75 and equipment of $25
During 201 3 the Company acquired an accounting and tax-related service firm along with their existing office building furniture and fixtures for a total purchase price of $1 0 million The entire purchase price was allocated to intangible assets of $297 and premises and equipment of $720
In addition in conjunction with the 201 3 acquisition the Company entered into an agreement whereby the Company will pay the seller an annual retained customer fee calculated as 20 of the gross col lected bill ings for existing customers as of December 3 1 201 3 and will be calculated annually as of December 31 beginning with December 31 201 4 and ending after five years The Company has estimated the contingent fee to be $350
37
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
( _
_ --
lf middot
d
I I middot
J j i I 1 q
i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
McGladrey
To the Board of Directors
Independent Auditors Report on the Supplementary Information
First Neighborhood Bancshares Inc and Subsidiary Toledo I l linois
McGladrey LLP
We have audited the consolidated financial statements of First Neighborhood Bancshares Inc and Subsidiary as of and for the years ended December 31 201 4 and 201 3 and have issued our report thereon which contains an unmodified opinion on those consolidated financial statements See page 1 Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole The supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole
Champaign I l l inois March 1 6 201 5
38
Membar of the RSM lntematlonal network of Independent accounting ta- and comulUng firms
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
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First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
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Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Balance Sheet Information December 31 2014 ($ in thousands)
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary Assets Cash and cash equivalents s 6 $ 6226 s (6) $ 6226 Federal funds sold 269 269 Securities held to maturity 7 7 Securities available tor sale 46109 461 09 Investment in First Neighbor Bank NA 39441 (39441) Loans 2371 1 5 (469) 236646 Loans held tor sale 1 351 1 351 Premises and equipment 6144 6 144 Accrued interest receivable 1 893 1 893 Goodwill 1 093 1 093 Bank owned lite insurance 8349 8349 Foreclosed real estate and other loan collateral 200 200 Other assets 57 3322 3379
$ 39504 $ 31 2078 $ (39916) $ 31 1 666
Liabilities and Stockholders Equity Liabilities
Deposits Demand $ $ 45323 $ (6) $ 45317 NOW accounts 54590 54590 Savings 72435 72435 Time $100000 and over 9183 91 83 Other time 63584 63584
245 1 1 5 (6) 245109 Notes payable 469 (469) Federal Home Loan Bank advances 25500 25500 Federal Funds Sold 632 632 Other liabilities 365 921 1 286
$ 365 $ 272637 $ (475) $ 272527
Stockholders Equity Common stock $ 1 1 9 $ 550 $ (550) s 1 1 9 Surplus 5000 2017 (2017) 5000 Retained earnings 34633 36678 (36678) 34633 Accumulated other comprehensive income 574 574 (574) 574 Unearned employee stock ownership
plan shares (378) (378) 378 (378) Treasury stock at cost (809) (809)
39139 39441 (39441) 39139
$ 39504 $ 31 2078 $ (399 1 6) $ 31 1 666
39
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
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i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc and Subsidiary
Consolidating Statement of Income Information Year Ended December 31 2014 ($ in thousands
Consolidated
First First Neighborhood
Neighborhood First Bancshares Bancshares Neighbor Inc and
Inc Bank NA Eliminations Subsidiary
Interest income Loans and fees on loans $ $ 10290 $ (20 $ 1 0270 Investment securities 1 150 1 1 50 Federal funds sold and other 615 36 (615) 36
615 1 1 476 (635 1 1 456
Interest expense Deposits 1 028 1 028 Notes payable 20 (20) Other borrowings 1 8 1 8
1 066 (20) 1 046
Net interest income 61 5 10410 (615) 1 041 0
Provision for loan losses 502 502
Net interest income after provision for loan los ses 615 9908 (615 9908
Other income Service fees 944 944 Gain on sale of loans held for sale 1 50 1 50 Gain on sale of securities Equity in undistributed earnings of
First Neighbor Bank NA 2209 (2209) Increase in cash surrender value of life
insurance 234 234 Other 1 699 1 699
2209 3027 (2209) 3027
Other expense Salaries and employee benefits 5583 5583 Occupancy expenses 1 1 52 1 1 52 Other 71 2085 2 156
71 8820 8891
Income before income taxes 2753 41 1 5 (2824 4044
Income taxes 1 291 1 291
Net income $ 2753 $ 2824 $ (2824 $ 2753
40
f I I
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lf middot
d
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J j i I 1 q
i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
f I I
( _
_ --
lf middot
d
I I middot
J j i I 1 q
i i l I
FIRST NEIGHBORHOOD BANCSHARES INC Employee Stock Ownership Plan
Report Items 2014FR Y-6
Reportltlem 1 Annual reports to shareholders middot
middot
No aJJDf) report is_prepared for our First Neighborhood B ancshares Inc ESOP holding company Our compa1 Comp)etesan annual report to our stockholders for First Neighborhood Bancshares Inc We are oot d SEC
ReporWem 2 Organizational Chart j middot j
1
I
First Neighborhood Bancshares Inc Employee Stock Ownership Plan
d J l
t j 1 middot I I
I
bull
middot l
Ii
Owns 34 middot of First Neighborhood Bancshares Inc
Toledo Illinois
First Neighborhood Bancshares Inc Toledo Illinois
Owns 1 00 of subsidiaries State of Delaware Corporation
--------------------------- ---------------- -------------
First Neighbor B ank National Association J FKA The First National Bank in Toledo Toledo Illinois
------------------------------------------------------- ---------
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
Resutts A list of branches for your holdlng company FIRST NEIGHBORHOOD BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN (2558505) of TOLEDO IL
lhedata are as of 1231l014 Dab reflects Information thilt was received and processed through 07062015
Reconclllltlon and VerlflelUon St111es 1 In the Detl Action column of Heh bra nth row enter one or more of the actions spKffied below
2 If required enter the date In the Effective 0te column
OK If the branch Information h correct enter OK In the Data Action column
Chanp If the branch Information Is Incorrect or Incomplete revise the data enter Chan1e In the Data Action column and the date when this Information first becaimc valfd In the Effective Date column
CloM If a bnth listed was sold or dosed enter C)osc In the Data Action column and the sale or closure date In the Effactive Oaite column
Detbull If a branch listed Wis never owned by this depository Institution enter Delete In the Data Action column
Add If a reportable branch Is missing Insert a row add the branch data and enter Add In the Oatbull Action column and the openins or acquisition date In the Effective Date column
If printing this list you may n to ildjust your pa1e setup in MS Excel Try usln1 landKapc orientation page scaling andor legal sized paper
Submission Procedure
When you arc finished send a ved copy to your FRB contact Stt the detailed Instructions on this site for more lnforrm1tlon
If you arc e-mailing this to your FRB contact put vour institution name city bullnd state In the subfKt line of the emad
Note
To satisfy the FA Y-10 reportin1 requirements you must also submit FR Y-10 Oomestk Branch Schedules for each branch with a Ot Action ofChan1e Oose Delete or Add
Ttie FR Ymiddot 10 report mav be submitted In a hardcopy format or via the FRYmiddot 10 Online appllatlon - httpsylOonlinefederalegov
bull FDIC UNINUM Office Number and IO_RSSO columns are for reference only VerlfKIUon of thesevatucs Is not requlrHI
_ Branch Service Type Bruich IDJtSSO Pooulu Name StrutAddrHS City Stltbull
FIRST NEIGHBOR BANK NATIONAL
ok Ful Servke (Head Office) 413646 ASSOCIAllON 201 NORTH MERIDIAN STREET TOlpound00 IL
change
address U312014 FuUServlce 2870M4 107 NW 1ST STREET OFFICE 107 NORTHWEST 1ST STREET CASEY IL
ok Funservlcc 2694346 1415 EIGHTEENTH ST OFF 1415 EIGHTEENTH STREET CHARLESTON IL
ok Full Service 795735 705 EAST CUMBERLAND OFFICE 705 EAST CUMBERLAND GREENUP IL
ok Full Service 4504542 MATIOON BRANCH 900 BROADWAY AVENUE EAST MATIOON IL
ok Full Service 3507292 223 EAST 6TH STREET OFFICE 223 EAST 6TH STREET NEOGA IL
ok Fult Srvlce 6842 511 SOUTH BROADWAY OFFICE 511 SOUTH BROADWAY NEWMAN IL
lip Code
62468
62420
61920
62428
61938
62447
61942
County
CUMBERlAND
UARK
COLES
CUMBERLAND
COLES
CUMBERLAND
DOUGLAS
COUntry FDIC UNINUM Office Number Head Office Head Office IO_RSSO Commonb
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 2412 D ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 201865 1 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 243356 2 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITEO STATES 2351 3 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES Not Required Not Required ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITED STATES 361883 5 ASSOCIATION 413646
FIRST NEIGHBOR BANK NATIONAL
UNITTD STATES 7462 6 ASSOCIATION 413646
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
Il t t 3 SI I Id cpor 1 em rare 10 ers
First Neighborhood Bancshares Inc ESOP Fiscal year ending December 3 1 2014
Cun-ent Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(1)(a) through 3(l)(c) that had ownership more with power to vote as of fiscal year ending 1 23 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (1)( c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share
NONE NONE
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation if (City State other than Country) with Bank
Holding Co
Carol Jo Fritts Employed by Greenup IL financial USA institution
Kathy Peters Employed by Toledo IL financial USA institution
(3) (a) title amp position with bank holding company
Trustee
Trustee
First Neighborhood Bancshares Inc ESOP Fiscal year Ending December 3 1 2014
(3) (b) (3) (c) (4) (a) title amp position title amp Percentage with position with of voting subsidiaries other shares in (include names businesses Bank of subsidiaries) (include Holding Co
names of other businesses
Director amp President of
Chairman of First First Neighbor Neighborhood Banlc Bancshares Inc Treasurer Senior Vice
President of
First Neighbor Banlc
(4) (b) (4) (c) percentage List names of other of voting companies (include shares in partnerships if subsidiaries 25 or more of (include voting securities names of are held (list names subsidiaries) of companies and
of voting shares held
298 None
14 None
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
Julie Morgan Employed by Trustee Asst Secretary Internal 04 Toledo IL financial Auditor amp USA institution Human
Resources of First Neighbor Bank
Scott Bland Employed by Trustee None Vice 23 Greenup IL financial President of USA institution First
Neighbor Bank
Brad Fitch Employed by Trustee None Senior Vice None Greenup IL financial President of USA institution First
Neighbor Bank
Any one of the Trustees has authority to vote the number of shares in the Bank Holding Company
None
None
None
middot middotmiddot middotmiddoti
-
gt
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
R t t 3 Sh I Id epor I em are 10 ers
Ctment Shareholders with ownership control or holdings of 5 or Shareholders not listed in 3(l)(a) through 3 (l)(c) that had ownership more with power to vote as of fiscal year ending 123 114 control or holdings of 5 or more with power to vote during the fiscal
year ending 123 114
(l)(a) (1) (b) (l)(c) (l)(a) (1) (b) (l)(c) Name amp Country of citizenship Number amp Name amp Country of citizenship Number amp Address or Incorp of each class Address or Incorp of each class
of voting share of voting share First Neighborhood BancsharesInc ESOP USA 3 8607 3425 None Toledo IL Common
Stock
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
R t it 4 epor em
(1) (2) Names amp Principal Address Occupation (City State if other than Country) with Bank
Holding Co
Robert Carr Employed by Toledo IL financial USA institution
First NA Neighborhood Bancshares Inc ESOP USA
(3) (a) title amp position with bank holding company
Director and Secretary of First Neighborhood Bancshaimiddotes Inc
NA
First Neighborhood Bancshares Inc Fiscal year Ending December 3 1 2014
(3) (b) (3) ( c) (4) (a) title amp position title amp position Percent with with other age of subsidiaries businesses voting (include names (include names shares of of other in Bank subsidiaries) businesses Holding
Co
Director Paiiner of Carr 466 Chairman of Rice Scott Apts the Board of First Neighbor Bank
NA NA 3425
(4) (b) ( 4) ( c) percentage List names of other of voting companies (include shares in partnerships if 25 or subsidiaries more of voting (include securities are held (list names of names of companies subsidiaries) and of voting shares
held
Shares in Partner of Carr Rice Holding Co Scott Apts - 33 represent ownership of ownership in the bank
NA NA
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
I Carol Jo Fritts Employed by Director amp middot Director amp None 298 Shares in None Greenup IL financial Chairman of President of Holding Co USA institution First First Neighbor represent
Neighborhood Bank NA of ownership Bancshares in the bank Inc
Gerald Kincaid Retired Director of First Director of None 1 08 Shares in None Newman Il Farmer Neighborhood First Neighbor Holding Co USA Bancshares Bank NA
Inc represent
of ownership
in the bank
Judi Markwell Business Director First Director of None 89 Shares in None Toledo Il manager ofJ Neighborhood First Neighbor Holding Co USA amp S - Bancshares Bank Na represent
Professional Inc of ownership Pharmacy in the bank Inc
Richard Gresens Retired Director First Director of R amp R 55 Shares in Toledo IL Neighborhood First Neighbor Enterprises part Holding Co USA Bancsharmiddotes Barik Na owner represent Gresens Bros Farm -
Inc of ownership 50 Gresens Bro in the bank Farm part owner
John Crouch Farmer Director First Director of None 13 Shares in Crouch Farms Inc Casey IL Neighborhood First Neighbor Holding Co 100 USA Bancshares Bank Na represent
Inc of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
bull
William J Wood Business Director First Director of Wood Rental 03 oci Shares in Wood Rental - 1 00 Charleston IL manager Neighborhood First Neighbor Holding Co USA Bancshares Bank Na Wood And represent
Inc Coffey Rentals of ownership in the bank
Mahahual Properties Inc
James W Minister Director First Director of None 01 Shares in None Whitaker Neighborhood First Neighbor Holding Co Neoga IL Bancshares Bank Na represent USA Inc of ownership
in the bank
Kathy Peters Employed by Treasurer Senior Vice Norte 14 Shares in None bull middot - Toledo IL financial President of Holding Co USA institution First Neighbor represent
Bank of ownership in the bank
Julie Morgan Employed by Asst Secretary Internal Auditor None 04 Shares in None Toledo IL financial amp Human Holding Co USA institution Resources of represent
First Neighbor of ownership Bank in the bank
Linda Simpson Employed by Asst Secretary Vice President None 32 Shares in None Yale IL financial Asst Treasurer of First Holding Co USA institution Neighbor Bank represent
of ownership in the bank
Scott Bland Employed by None Vice President None 23 Shares in Greenup IL financial of First Holding Co middotNone USA institution Neighbor Bank represent
of ownership
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
Brad Fitch Employed by GreinlpJJL _ _ fBanGiaj_
middot usx middot- middot - middot middot middot1nstitlitf61imiddot
bull bull
None Senior Vice None --- utof middot-- -
-middot_ middot middot - -c- =Ji1rsfffeigfioor - -middot - ---- - - - middot
Bank
in the bank None Shares in None
Holding_Co - m bull - - bull _ -bull bull-ir
- - - - - middot - -represen3---- -- middot
of ownership in the bank
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