he 1vi •o• •:::9:0Res•<• e 8 Q i1i FRY-6 OMB Number 7100-0297 Approval expires December 31, 2015 Page 1of2 Board of Governors of the Federal Reserve System Annual Repor of Holding Companies-FR Y-6 NOTE: The Annual Report of Holding Companies must be signed Date of Report (top-tier holding company's fiscal year-end): by one director of the top-tier holding company. This individual September 30, 2014 should also be a senior official of the top-tier holding company. In Month I Day I Year the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chair- 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 U .S.C. § 1844 (c)(1)(A)); Section B(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); Section 211.13(c) of Regulation K (12 C.F.R. § 211.13(c)); and Section 225.5(b) of Regulation Y (12 C.F.R. § 225.5(b)) and section 10(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate Federal Reserve Bank the original and the number of copies specified. man of the board must sign the report. I, Gerald J Levy Name of the Holding Company Director and Official Chairman Title 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 pre- pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief. With respect to information regarding individuals contained in this report, the Reporter cerifies that it has the authority to prvide this infrmation to the Federal Reserve. The Reporter also cerifs that it has the authority on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Resere may assume, in the absence of a request fr confdential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.FR. Part 261, to public release of all This report form is to be filed by all top-tier bank holding compa- nies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualify- ing foreign banking organization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (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. Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address Guaranty Financial MHC Legal Title of Holding Company 501 W Northshore Drive (Mailing Address of the Holding Company) Street I P.O. Box Glendale WI 53217 City State Zip Code Physical Location (if different from mailing address) Person to whom questions about this report should be directed: Julie Borcher VP Regulatory Reporting Name Title 414-290-6086 Area Code I Phone Number I Extension 414-290-6170 Area Code I FAX Number Julie.Borche[email protected]E-mail Address ww.guarantybanking.com Address (URL) for the Holding Company's web page Does the reporter request confential treatment for any portion of this submission? D Yes Please identif the report items to which this request applies: D In accordance with the instructions on pages GEN-2 and 3, a Jetter justifying the request is being provided. D The information for which confidential treatment is sought is being submitted separately labefed "Confidential." [ No Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.25 hours per response, including time to gather and maintain data in the required form and to review instructions 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: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Wshington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503. 10/2014 that the Reporer and individual consent details in report concering that · al. Date of Signature For holding companies not registered with the SEC Indicate status of Annual Report to Shareholders: D is included with the FR Y-6 report will be sent under separate cover D is not prepared C.I.
56
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FRY-6 OMB Number 7100-0297 Approval expires December 31 2015 Page 1of2
Board of Governors of the Federal Reserve System
Annual Report of Holding Companies-FR Y-6
NOTE The Annual Report of Holding Companies must be signed Date of Report (top-tier holding companys fiscal year-end) by one director of the top-tier holding company This individual September 30 2014 should also be a senior official of the top-tier holding company In
Month I Day I Yearthe event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshy
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 U SC sect 1844 (c)(1)(A)) Section B(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 21113(c)) and Section 2255(b) of Regulation Y (12 CFR sect 2255(b)) and section 10(c)(2)(H) of the Home Owners Loan Act Return to the appropriate Federal Reserve Bank the original and the number of copies specified
man of the board must sign the report
I Gerald J Levy Name of the Holding Company Director and Official
Chairman Title 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 Reserve System and are true and correct to the best of my knowledge and belief
With respect to information regarding individuals contained in this report the Reporter certifies that it has the authority to provide this information to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or object to public release of information regarding that individual The Federal Reserve may assume in the absence of a request for confidential treatment submitted in accordance with the Boards Rules Regarding Availability of Information 12 CFR Part 261
to public release of all
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
Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporters Name Street and Mailing Address
Guaranty Financial MHC Legal Title of Holding Company
501 W Northshore Drive (Mailing Address of the Holding Company) Street I PO Box
Glendale WI 53217 City State Zip Code
Physical Location (if different from mailing address)
Person to whom questions about this report should be directed
Julie Borchert VP Regulatory Reporting Name Title
414-290-6086 Area Code I Phone Number I Extension
414-290-6170 Area Code I FAX Number
JulieBorchertgbmailcom E-mail Address
wwwguarantybankingcom 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
D In accordance with the instructions on pages GEN-2 and 3 a Jetter justifying the request is being provided
D The information for which confidential treatment is sought
is being submitted separately labefed Confidential
[gj No
Public 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 maintain data in the required form and to review instructions 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 Secretary Board of Governors of the Federal Reserve System 20th and C Streets NW Washington DC 20551 and to the Office of Management and Budget Paperwork Reduction Project (7100-0297) Washington DC 20503 102014
that the Reporter and individual consent details in report concerning that middot al
Date of Signature
For holding companies not registered with the SEC-Indicate status of Annual Report to Shareholders
D is included with the FR Y-6 report
will be sent under separate cover
D is not prepared
CI
FRY-6 Page2d2
For Use By Tiered Holding Companies Top-tiered holding companies must istthe names mailing address and physical locations of each of their subsidia1y holding companies below
middot
Guaranty Financial Corporation legal Title of Subsidial) Holding Campany
50i W Northshore Drive (MaiITng Address of the Subsidiary Hof ding Campany) Street I PO Box
Glendale WI City State
Physical location (Ifdifferent from mamna address)
Legal Titre of subsidiary Ho[ ding Company
532i7 Zip Code
(Mailing Address of the Subsidfary Holding Company) Street PO Box
City State Zip Cade
Physical facation [rf dff(erent from mailing address)
Legal Title of Subsidiaiy Holding Company
(Mailing Address ofihe Subsidiary Holding Company) Street PO Box
City State Zip Code
Physical location Crf dffferent fr m mailing address)
Legal 1itfe of Subsidiary Holding Campany
(Mailing Address of the Subsidiary Holding Company) Street PO Box
City State Zip Code
Physica [acation [If drfferent from mailing address)
Legal middotrnre of Subsidiary Holding Company
(Mailing Address of the Subsidiar Holding Campany) Street I PO Box
(Maifing Address of the Subsidiary Holding Company) Street PO Box
City State Zip Code
Physical location (if different from malfng address)
Legal Trtle of Subsidiary Holding Company
(Mamng Address of the Subsidiary Hof ding Company) Street I PO Box
City State Zip Cade
Physical [ocation (if different from mailing address)
1212012
Guaranty Banl( and Subsidiaries Consolidated Financial Statements as of and for the Y ars Ended September 30 2014 and 2013 and lndpendent Auditors Report
GUARANTY BANK AND SUBSIDIARIES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS REPORT 1-2
CONSOLIDATED FINANCIAL STATElYIENTS AS OF AND FOR THE YEARS ENDED SEPTElYIBER30 2014AND 2013
Notes to Consolidated Financial Statements 8--43
Statements of Financial Condition 3
Statements of Operations 4
Statements of Coniprehensive Income 5
Statements of Equity 6
Statements of Cash Flows 7
Deloitte amp Touche LLP Suite 1400 555 East Wells Street Deloitte Milwaukee WI 53202-3824 USA
To the Board of Directors of Guaranty Bank and Subsidiaries
We have audited the accompanying consolidated financial statements of Guaranty Bank and its subsidiaries (the Company) (a wholly owned subsidiary of Guaranty Financial Corp) which comprise the consolidated statements of financial condition as of September 30 2014 and 2013 and the related consolidated statements of operations comprehensive income equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated 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 financial statements are free from 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 Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances 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
- 1 -
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Guaranty Bank and its subsidiaries as of September 30 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Emphasis of Matter Regarding Going Concern
The accompanying financial statements for the year ended September 30 2014 have been prepared assuming that the Company will continue as a going concern As discussed in Notes 1 and 9 to the consolidated financial statements the Company has entered into a cease and desist order with the Office of the Comptroller of the Currency which requires among other things that the Company meet prescribed capital requirements As of September 30 2014 the Company was not in compliance with such capital requirements Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the Companys regulators including actions that could have a direct material effect on the Companys financial statements and could include the appointment of a conservator These matters raise substantial doubt about the Companys ability to continue as a going concern Managements plans concerning these matters are described in Note l The financial statements do not include any adjustments that might result from the outcome of this unce1iainty Our opinion is not modified with respect to this matter
Report on Internal Control over Financial Reporting
We have also audited in accordance with attestation standards established by the American Institute of Certified Public Accountants the Companys internal control over financial reporting as of September 30 2014 based on criteria established in Internal Control-Integrated Framework (199 2) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 7 2015 expressed an unqualified opinion on the Companys internal control over financial reporting
Milwaukee Wisconsin January 7 2015
- 2 -
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
- 3 -
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
- 1 0 -
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
FRY-6 Page2d2
For Use By Tiered Holding Companies Top-tiered holding companies must istthe names mailing address and physical locations of each of their subsidia1y holding companies below
middot
Guaranty Financial Corporation legal Title of Subsidial) Holding Campany
50i W Northshore Drive (MaiITng Address of the Subsidiary Hof ding Campany) Street I PO Box
Glendale WI City State
Physical location (Ifdifferent from mamna address)
Legal Titre of subsidiary Ho[ ding Company
532i7 Zip Code
(Mailing Address of the Subsidfary Holding Company) Street PO Box
City State Zip Cade
Physical facation [rf dff(erent from mailing address)
Legal Title of Subsidiaiy Holding Company
(Mailing Address ofihe Subsidiary Holding Company) Street PO Box
City State Zip Code
Physical location Crf dffferent fr m mailing address)
Legal 1itfe of Subsidiary Holding Campany
(Mailing Address of the Subsidiary Holding Company) Street PO Box
City State Zip Code
Physica [acation [If drfferent from mailing address)
Legal middotrnre of Subsidiary Holding Company
(Mailing Address of the Subsidiar Holding Campany) Street I PO Box
(Maifing Address of the Subsidiary Holding Company) Street PO Box
City State Zip Code
Physical location (if different from malfng address)
Legal Trtle of Subsidiary Holding Company
(Mamng Address of the Subsidiary Hof ding Company) Street I PO Box
City State Zip Cade
Physical [ocation (if different from mailing address)
1212012
Guaranty Banl( and Subsidiaries Consolidated Financial Statements as of and for the Y ars Ended September 30 2014 and 2013 and lndpendent Auditors Report
GUARANTY BANK AND SUBSIDIARIES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS REPORT 1-2
CONSOLIDATED FINANCIAL STATElYIENTS AS OF AND FOR THE YEARS ENDED SEPTElYIBER30 2014AND 2013
Notes to Consolidated Financial Statements 8--43
Statements of Financial Condition 3
Statements of Operations 4
Statements of Coniprehensive Income 5
Statements of Equity 6
Statements of Cash Flows 7
Deloitte amp Touche LLP Suite 1400 555 East Wells Street Deloitte Milwaukee WI 53202-3824 USA
To the Board of Directors of Guaranty Bank and Subsidiaries
We have audited the accompanying consolidated financial statements of Guaranty Bank and its subsidiaries (the Company) (a wholly owned subsidiary of Guaranty Financial Corp) which comprise the consolidated statements of financial condition as of September 30 2014 and 2013 and the related consolidated statements of operations comprehensive income equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated 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 financial statements are free from 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 Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances 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
- 1 -
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Guaranty Bank and its subsidiaries as of September 30 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Emphasis of Matter Regarding Going Concern
The accompanying financial statements for the year ended September 30 2014 have been prepared assuming that the Company will continue as a going concern As discussed in Notes 1 and 9 to the consolidated financial statements the Company has entered into a cease and desist order with the Office of the Comptroller of the Currency which requires among other things that the Company meet prescribed capital requirements As of September 30 2014 the Company was not in compliance with such capital requirements Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the Companys regulators including actions that could have a direct material effect on the Companys financial statements and could include the appointment of a conservator These matters raise substantial doubt about the Companys ability to continue as a going concern Managements plans concerning these matters are described in Note l The financial statements do not include any adjustments that might result from the outcome of this unce1iainty Our opinion is not modified with respect to this matter
Report on Internal Control over Financial Reporting
We have also audited in accordance with attestation standards established by the American Institute of Certified Public Accountants the Companys internal control over financial reporting as of September 30 2014 based on criteria established in Internal Control-Integrated Framework (199 2) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 7 2015 expressed an unqualified opinion on the Companys internal control over financial reporting
Milwaukee Wisconsin January 7 2015
- 2 -
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
- 3 -
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
- 1 0 -
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Guaranty Banl( and Subsidiaries Consolidated Financial Statements as of and for the Y ars Ended September 30 2014 and 2013 and lndpendent Auditors Report
GUARANTY BANK AND SUBSIDIARIES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS REPORT 1-2
CONSOLIDATED FINANCIAL STATElYIENTS AS OF AND FOR THE YEARS ENDED SEPTElYIBER30 2014AND 2013
Notes to Consolidated Financial Statements 8--43
Statements of Financial Condition 3
Statements of Operations 4
Statements of Coniprehensive Income 5
Statements of Equity 6
Statements of Cash Flows 7
Deloitte amp Touche LLP Suite 1400 555 East Wells Street Deloitte Milwaukee WI 53202-3824 USA
To the Board of Directors of Guaranty Bank and Subsidiaries
We have audited the accompanying consolidated financial statements of Guaranty Bank and its subsidiaries (the Company) (a wholly owned subsidiary of Guaranty Financial Corp) which comprise the consolidated statements of financial condition as of September 30 2014 and 2013 and the related consolidated statements of operations comprehensive income equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated 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 financial statements are free from 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 Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances 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
- 1 -
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Guaranty Bank and its subsidiaries as of September 30 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Emphasis of Matter Regarding Going Concern
The accompanying financial statements for the year ended September 30 2014 have been prepared assuming that the Company will continue as a going concern As discussed in Notes 1 and 9 to the consolidated financial statements the Company has entered into a cease and desist order with the Office of the Comptroller of the Currency which requires among other things that the Company meet prescribed capital requirements As of September 30 2014 the Company was not in compliance with such capital requirements Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the Companys regulators including actions that could have a direct material effect on the Companys financial statements and could include the appointment of a conservator These matters raise substantial doubt about the Companys ability to continue as a going concern Managements plans concerning these matters are described in Note l The financial statements do not include any adjustments that might result from the outcome of this unce1iainty Our opinion is not modified with respect to this matter
Report on Internal Control over Financial Reporting
We have also audited in accordance with attestation standards established by the American Institute of Certified Public Accountants the Companys internal control over financial reporting as of September 30 2014 based on criteria established in Internal Control-Integrated Framework (199 2) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 7 2015 expressed an unqualified opinion on the Companys internal control over financial reporting
Milwaukee Wisconsin January 7 2015
- 2 -
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
- 3 -
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
- 1 0 -
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
-11 -
and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
GUARANTY BANK AND SUBSIDIARIES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS REPORT 1-2
CONSOLIDATED FINANCIAL STATElYIENTS AS OF AND FOR THE YEARS ENDED SEPTElYIBER30 2014AND 2013
Notes to Consolidated Financial Statements 8--43
Statements of Financial Condition 3
Statements of Operations 4
Statements of Coniprehensive Income 5
Statements of Equity 6
Statements of Cash Flows 7
Deloitte amp Touche LLP Suite 1400 555 East Wells Street Deloitte Milwaukee WI 53202-3824 USA
To the Board of Directors of Guaranty Bank and Subsidiaries
We have audited the accompanying consolidated financial statements of Guaranty Bank and its subsidiaries (the Company) (a wholly owned subsidiary of Guaranty Financial Corp) which comprise the consolidated statements of financial condition as of September 30 2014 and 2013 and the related consolidated statements of operations comprehensive income equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated 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 financial statements are free from 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 Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances 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
- 1 -
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Guaranty Bank and its subsidiaries as of September 30 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Emphasis of Matter Regarding Going Concern
The accompanying financial statements for the year ended September 30 2014 have been prepared assuming that the Company will continue as a going concern As discussed in Notes 1 and 9 to the consolidated financial statements the Company has entered into a cease and desist order with the Office of the Comptroller of the Currency which requires among other things that the Company meet prescribed capital requirements As of September 30 2014 the Company was not in compliance with such capital requirements Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the Companys regulators including actions that could have a direct material effect on the Companys financial statements and could include the appointment of a conservator These matters raise substantial doubt about the Companys ability to continue as a going concern Managements plans concerning these matters are described in Note l The financial statements do not include any adjustments that might result from the outcome of this unce1iainty Our opinion is not modified with respect to this matter
Report on Internal Control over Financial Reporting
We have also audited in accordance with attestation standards established by the American Institute of Certified Public Accountants the Companys internal control over financial reporting as of September 30 2014 based on criteria established in Internal Control-Integrated Framework (199 2) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 7 2015 expressed an unqualified opinion on the Companys internal control over financial reporting
Milwaukee Wisconsin January 7 2015
- 2 -
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
- 3 -
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
- 1 0 -
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
-11 -
and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
- 12 -
recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Deloitte amp Touche LLP Suite 1400 555 East Wells Street Deloitte Milwaukee WI 53202-3824 USA
To the Board of Directors of Guaranty Bank and Subsidiaries
We have audited the accompanying consolidated financial statements of Guaranty Bank and its subsidiaries (the Company) (a wholly owned subsidiary of Guaranty Financial Corp) which comprise the consolidated statements of financial condition as of September 30 2014 and 2013 and the related consolidated statements of operations comprehensive income equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Consolidated 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 financial statements are free from 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 Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances 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
- 1 -
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Guaranty Bank and its subsidiaries as of September 30 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Emphasis of Matter Regarding Going Concern
The accompanying financial statements for the year ended September 30 2014 have been prepared assuming that the Company will continue as a going concern As discussed in Notes 1 and 9 to the consolidated financial statements the Company has entered into a cease and desist order with the Office of the Comptroller of the Currency which requires among other things that the Company meet prescribed capital requirements As of September 30 2014 the Company was not in compliance with such capital requirements Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the Companys regulators including actions that could have a direct material effect on the Companys financial statements and could include the appointment of a conservator These matters raise substantial doubt about the Companys ability to continue as a going concern Managements plans concerning these matters are described in Note l The financial statements do not include any adjustments that might result from the outcome of this unce1iainty Our opinion is not modified with respect to this matter
Report on Internal Control over Financial Reporting
We have also audited in accordance with attestation standards established by the American Institute of Certified Public Accountants the Companys internal control over financial reporting as of September 30 2014 based on criteria established in Internal Control-Integrated Framework (199 2) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 7 2015 expressed an unqualified opinion on the Companys internal control over financial reporting
Milwaukee Wisconsin January 7 2015
- 2 -
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
- 3 -
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
- 1 0 -
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
-11 -
and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
- 12 -
recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Guaranty Bank and its subsidiaries as of September 30 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
Emphasis of Matter Regarding Going Concern
The accompanying financial statements for the year ended September 30 2014 have been prepared assuming that the Company will continue as a going concern As discussed in Notes 1 and 9 to the consolidated financial statements the Company has entered into a cease and desist order with the Office of the Comptroller of the Currency which requires among other things that the Company meet prescribed capital requirements As of September 30 2014 the Company was not in compliance with such capital requirements Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by the Companys regulators including actions that could have a direct material effect on the Companys financial statements and could include the appointment of a conservator These matters raise substantial doubt about the Companys ability to continue as a going concern Managements plans concerning these matters are described in Note l The financial statements do not include any adjustments that might result from the outcome of this unce1iainty Our opinion is not modified with respect to this matter
Report on Internal Control over Financial Reporting
We have also audited in accordance with attestation standards established by the American Institute of Certified Public Accountants the Companys internal control over financial reporting as of September 30 2014 based on criteria established in Internal Control-Integrated Framework (199 2) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 7 2015 expressed an unqualified opinion on the Companys internal control over financial reporting
Milwaukee Wisconsin January 7 2015
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GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
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(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
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(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
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(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
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GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
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determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30 2014 AND 2013 (Jn thousands except share amounts)
2014 2013 ASSETS
CASH AND CASH EQUIVALENTS
INVESTlvIBNT SECURITIES AV AJLABLE-FOR-SALE (Amortized cost of$6457
$ 400989 $ 376173
and $7286 in 2014 and 2013 respectively)
INVESTMENT SECURITIES HELD-TO-MATURITY (Fair value of$865 and $1007 in 2014 and 2013 respectively)
6513 7383
771
LOANS HELD FOR SALE
LOANS HELD FOR INVESTMENT (Less allowauce for losses on loans and leases of$23082
80
512689
7977
83819
16328
9215
21220
$ 1059601
$ 1005805 4070
20280
1030155
925
26260
551368
7977
80419
18731
10384
40672
$ 1120292
$1060911 6235
23939
1091085
and $34251in 2014 and 2013 respectively)
FEDERAL HOiVIB LOAN BANK STOCK
BANK-0VNED LIFE INSuRANCE
PREMISES AND EQUIPiVIBNT - Net
MORTGAGE SERVICING RIGHTS
OTHER ASSETS
TOTAL
LIABILITIES AND EQUITY
LIABILITIES Deposits Escrow funds due to investors Accrued expenses aud other liabilities
Total liabilities
EQUITY Guaranty Bank stockholders equity Preferred stock $1000 par value- authorized 50120 shares issued and outstanding
50099 shares 50099 50099 Common stock $010 par value - authorized 10000000 shares issued and
outstanding 1 share Additional paid-in capital 13053 13053 Accumulated deficit (33762) (34041) Accumulated other comprehensive income 56 96
Total equity
TOTAL
See notes to consolidated financial statements
29446
$1059601
29207
$ 1120292
- 3 -
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
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GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
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determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(2822)
(2173) (7985)
897
(99)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER30 2014 AND 2013 (In thousands)
INTEREST INCOvE Loans Investments
Total interest income
$
2014
23422 1207
24629
$
2013
28063 1226
29289
INTEREST EXPENSE 1640
NET INTERESTINCOlvE
PROVISION FOR LOSSES ON LOANS
NET INTEREST INCOJvE AFIER PROVISION FOR LOSSES ON LOANS
RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NET WREST INCOvE AFIER PROVISION FOR LOSSES ON LOANS AND RECOVERIES (EXPENSES) FROM CREDIT INSURANCE- net of insurance premium
NONINTERESTINCOJvE Retail banking -Loan service fees-Det of amortization Gain on sale ofloans-net Other income
Total ncininterest income
NONJNTEREST EXPENSE Compensation and employee benefits Advertising-and marketing Occupancy and equipment Professional services Data processing Other expense
Total noninterest expense
LOSS FROM CONTINUING OPERATIONS BEFOREINCOJvE TAXES
INCOJvE TAC BENEEIT
23732
8757
14975
12660
27635
74631 3455
662 7922
86670
57840 2855
16222 9720
12697 17243
116577
(2272)
27649
18706
8943
6121
83589 3367
604 8919
96479
57363 3640
16327 12999 11488 17647
119464
(16864)
NET LOSS FROM CONTINUING OPERATIONS (8879)
NET INCOJvE FROM DISCONTINUED OPERATIONS NET OF TAX 378 24751
NET INCOME
See notes to consolidated financial statements
$ $ 15872
-4 -
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
- 5 -
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
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I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(40)
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 (In thousands)
2014 2013
NET INCOME
OTHER COlvlPREHENSIVE LOSS Net unrealized Joss on securities available for sale Reclassification of gain on sale of securities available-for-sale
$ 279
(43) 3
$ 15872
(2536) 928
Total comprehensive Joss on securities available for sale (1608)
COlvlPREHENSNEINCOME $ 239 $ 14264
See notes to consolidated fmancial statements
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(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
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GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
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determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(In
(2419) (2419)
(40) (40) (40)
(33762)
(49913)
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS E DEDSEPTEMBER 30 2014 AND 2013
Net income Unrealized loss on securities- arising during the period Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer ofnoncontrolling interest to Shelter Business
15872 (1608)
15872 (1608)
(1154) 500
15872 (1608) (154)
500
BALANCE- September 30 2013 50099 13053 (34041) 96 29207 29207
Net income 279 279 Unrealized loss on securities - arising during the period
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
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GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
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determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
- 1 0 -
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(3659) (3335)
(738) (2460)
(2419)
(57271) (41464)
137207
279
GUARANTY BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013 In thousands
2014 2013
OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale from the Shelter Business
$ $ 15872
(31856) Provisions for losses on loans Depreciation Amortization of intangibles Originations and purchases ofloans held for sale Proceeds from sale of loans held for sale and loan principal repayments Gain on sale of loans and mortgage servicing rights - net Gain on investment securities available-for-sale Loss on disposal of premises and equipment Increase in cash surrender value of bank-ovned life insurance Decrease in other assets Decrease in other liabilities
8757 3011 2781
(49126) 75335 (2684)
(2) 130
(3400) 15239
18706 3116 4389
(666136) 887234 (28125)
(927) 138
(3395) 21769
Net cash provided by operating activities 46 661 217 450
INVESTING ACTIVITIES Proceeds from sale of the Shelter Business Proceeds from note receivable in connection vi th the sale of Shelter Business Purchases of investment securities available-for-sale Proceeds from sale of investment securities available-for-sale Proceeds from maturities of investment securities held-to-maturity Net decrease in loans held for investment Redemption of Federal Home Loan Bank stock Purchases of premises and equipment- net of disposals
6300 (253)
1085 154
28878
29456
(976) 25995
350 6203 4412
Net cash provided by investing activities 35426 62980
FINANCING ACTIVITIES Decrease in deposits and escrOV funds due to investors Distributions to noncontrolling interests Redemptions or purchases of noncontrolling interests Transfer of noncontrolling interest to Shelter Business
(57271) (38391) (1154)
500
Net cash used in financing activities
INCREASE IN CASH AND CASH EQUN ALENTS 24816 238966
CASH AND CASH EQUN ALENTS Beginning of year 376 173
End of year $ 400989 $ 376173
SUPPLElvENTAL INFOUvATION - Cash paid (received) during the year for Interest on deposits and borrovings $ 928 $ 1658
Income taxes $ (121) $ 620
SIGNIFICANT NON CASH 1RANSACTIONS Real estate acquired through foreclosure $ 3254 $ 3074
Issuance of note receivable in connection vith the sale of the Shelter Business $ $ 6300
Transfer of loans from held for sale to held for inveshnent $ 2210 $ 2327
- 7-
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
-8 -
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
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I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
GUARANTY BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30 2014 AND 2013
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include only the accounts and operations of Guaranty Bank (a wholly owned subsidiary of Guaranty Financial Corp (a majority owned subsidiary of Guaranty Financial MHC)) and Guaranty Banks wholly owned subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Guaranty Financial Services Ltd and Ruhl Mortgage LLC which are collectively referred to as the Bank All intercompany accounts and transactions have been eliminated in consolidation
On January 18 2013 the Bank sold its membership interest in its wholly ovmed operating subsidiaries Shelter Mortgage Company LLC Guaranty Mortgage Services LLC Ruhl Mortgage LLC and various assets used in the Banks mortgage origination business which are collectively referred to as the Shelter Business As a result of the sale of the Shelter Business these previously wholly owned operating subsidiaries are no longer included in the financial statements See Note 1 5 - Discontinued Operations for more information
Going Concern - The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction ofliabilities in the normal course of business The Bank incurred significant losses in fiscal 2007 through fiscal 2012 In addition in March
2009 an Order to Cease and Desist (the Order) was issued by the Banks regnlator In April 2014 a Prompt Corrective Action Directive (the Directive) was issued The Order and the Directive are effective until withdrawn by the Banks regnlator The Order requires that the Bank maintain regnlatory capital levels in excess of those levels defined as well capitalized tmder prompt corrective actions provisions and also prohibits the Bank from undertaking certain actions without the consent of the Banks regnlator (all of which are further described in Note 9 - Regulatory Capital)
At September 30 2014 the Bank had a Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 - ratios that were below those prescribed in the Order and indicating that the Bank was significantly undercapitalized The Banks failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator These circmnstances raise substantial doubt about the Banks ability to continue as a going concern These consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty
In order to attempt to remedy some of the regulatory deficiencies noted above the Bank sold the Shelter Business which added significant capital to the Bank In addition to the sale of the Shelter Business management plans to increase capital through (i) improving retail revenue (ii) reducing credit losses (iii) investing cash into earning assets and (iv) reducing expenses
Use of Estimates - In preparing the consolidated financial statements management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and revenues and expenses for the related periods Actual results could differ from those estimates and such differences may be material to the consolidated financial statements Estimates that are particularly susceptible to change in the near term relate to the
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determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
- 9 -
determination of the allowance for loan and lease losses the credit insurance recoverable asset the fair value ofoans held for sale the valuation allowance on deferred tax assets the determination of reserves for repurchase ofoans previously sold the valuation of derivatives and the valuation of mortgage servicing rights
Cash and Cash Equivalents -The Bank considers amounts due from banks and other short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents
Securities Debt securities that the Bank has the positive intent and ability to hold until maturity are -
classified as held-to-maturity and are stated at amortized cost Debt and equity securities that are bought and held principally for the purpose of selling them in the near future are classified as trading securities and are reported at fair value AB of September 30 2014 and 2013 the Bank did not hold any trading securities Debt and equity securities not classified as held-to-maturity or trading securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses net of deferred tax recorded as other comprehensive income
Premiums and discounts are amortized over the life of the related security on the level-yield method Gains or losses on sales of securities are computed on the basis of specific identification of the adjusted cost of each security on a trade-date basis
Loans Held for Sale Loans held for sale are carried at fair value Fair value is determined by -
outstanding commitments from investors or current investor yield requirements
Loans Repurchased with Government Guarantees -In accordance with Governrnent National Mmtgage Association (Ginnie Mae) servicing guidelines the Bank repurchases certain delinquent loans securitized in Ginnie Mae pools that were originated and serviced by the Bank During the year ended September 30 2014 the Bank began purchasing delinquent loans from other mortgage bankers who purchased the loans out of Ginnie Mae pools but retained the servicing of the loans The servicer of the loan is responsible for working with the borrower to cure the default or foreclose on the loan The loans are insured by the Federal Housing Administration (FHA) for any credit losses that may be incurred as a result of the default The loans are carried at cost and are adjusted for application of payments Loans Repurchased with Government Guarantees are included in Loans Held for Investment on the Consolidated Statements of Financial Condition
Loans Held for Investment - Loans that management has the intent to hold for the foreseeable future or until maturity are recorded at cost adjusted for unamortized discounts and premiums deferred loan fees and costs applications of cash interest payments and the allowance for losses on loans and leases
Loan origination and commitment fees and certain direct loan origination costs are deferred The net amounts relative to loans held for investment are amortized as an adjustment to the related loans yield using primarily the level-yield method over the contractual life of the related loans
Allowance for Losses on Loans and Leases -The allowance for losses on loans and leases (ALLL) is managements estimate of incurred losses in the loan portfolios The Bank determines the amount of the ALLL required for each portfolio segment based on its relative risk characteristics The evaluation of the ALLL involves complex subjective judgments Additions to the allowance are charged to cmrent period operations through the provision for losses on loans amounts determined to be tmcollectible are charged directly against the ALLL net of amounts recovered on previously charged-off amounts
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
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I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
The ALLL is comprised of two components specific reserves established for individual loans evaluated as impaired or loans collectively evaluated for impairment and portfolio-level reserves established for large groups of typically smaller balance homogeneous loans that are collectively evaluated for impairment The Bank evaluates the adequacy of the ALLL based on the combined total of these two components Determining the appropriateness of the ALLL is complex and requires judgment by management about the effect of matters that are inherently uncertain It is possible that others given the same information may at any point in time reach different reasonable conclusions
Measurement of impairment for specific reserves is generally determined on a loan-by-loan basis for nonaccrnal loans greater than an established threshold and nonhomogeneous classified loans All troubled debt restructurings (TDRs)are measured for impairment for specific reserves collectively on a pool by pool basis Pools of loans determined to be specifically impaired are measured based on the net present value of expected future cash flows discounted at the pools original effective interest rate the pools observable market price or the fair value of the collateral less estimated costs to sell whichever is determined to be the most appropriate When these measurement values are lower than the canying value of that loan impairment is recognized Loans that are not identified as specifically impaired are pooled with other loans with similar risk characteristics for evaluation of impairment for the portfolioshylevel allowance
For the purpose of calculatmg portfolio-level reserves the Bank has grouped the loans into three primary portfolio segments mortgage loans home equity loans and other loans The ALLL consists of the combination of a quantitative assessment component based on historical experience and includes a qualitative component based on management judgment Management takes into consideration relevant qualitative factors including the impact of changes in lending policies and procedures changes in economic and industry conditions changes in nature volume and terms of loans changes in lending personnel changes in nature and volume of past due nonaccrual anclor classified loans changes in the quality of the loan review function changes in underlying collateral values changes in concentrations of credit risk and changes in legal and regulatory requirements that have occurred but are not yet reflected in the quantitative assessment component All qualitative adjustments are adequately documented reviewed and approved through the Banks established ALLL processes Refer to Note 4 - Loans for information on the allowance for loan and lease losses
The Banks mortgage loan home equity loan and other loan portfolio segments are reviewed for impairment based on an analysis ofoans that are grouped into common risk categories (ie loan or lease type or collateral type) The Bank performs periodic and systematic detailed reviews of the lending portfolios to identify inherent risks and to assess the overall collectability of those portfolios Loss models are utilized for these portfolios which consider a variety of credit quality indicators including but not limited to historical loss experience current economic conditions delinquencies and credit scores and expected loss factors by loan type
iVJortgage Loan Portfolio Segment-The ALLL middotwithin the mortgage loan portfolio segment is calculated by using historical loss models based on pools of loans with similar risk characteristics including product type to arrive at an estimate of incurred losses in the portfolio The mortgage loan portfolio segment has two components one-to-four family mortgages and construction and land mortgages Each component is separately evaluated for the ALLL
Home Equity Loan Portfolio Segment-The ALLL within the home equity loan portfolio segment is calculated by using historical loss models based on pools ofoans with similar risk characteristics including credit score loan-to-value product type and payment shock to arrive at an estimate of incurred losses in the portfolio The home equity loan portfolio segment has two components fixed rate
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home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
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and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
home equity loans and home equity lines of credit Each component is separately evaluated for the ALLL
Other Loans Portfolio Segment-The ALLL within the other loans portfolio segment is calculated using historical loss models based on pools of Joans with similar risk charactetistics product type and loan purpose to arrive at an estimate of incun-ed losses in the portfolio The other loan portfolio segment has two components commercial and nonresidential Joans and other consumer loans Each component is separately evaluated for the ALLL
These historical Joss models are utilized to estimate incun-ed losses and consider a variety of factors including but not limited to historical Joss experience delinquencies and general economic and business trends The historical loss expetience is updated quarterly to incorporate the most recent data reflective of the current economic environment
The quantitative assessment component is supplemented with qualitative factors based on managements determination that such adjustments provide a better estimate of credit losses This qualitative assessment takes into consideration relevant internal and external factors that have occurred but are not yet reflected in the forecasted losses and may affect the credit quality of the portfolio
The Banks methodology and policies with respect to the ALLL for the Banks loan pmifolio segments did not change during 2014
Derivatives -In the normal course of business the Bank is party to certain derivatives Those derivatives consist of commitments to ei-iend credit forward commitments to sell mortgage Joans and option contracts Derivatives are recognized as either assets or liabilities in the consolidated statements of financial condition and are measured at fair value If certain conditions are met a derivative may be specifically designated as a hedge The Bank does not have derivatives that are designated as hedges in any period presented For a derivative not designated as a hedge instrument the gain or Joss is recognized in earnings in the period of change For purposes of measuring fair value and the resulting gain or loss on derivatives and hedged items when applicable the Bank uses various methods depending on the nature of the detivative or hedged item such as quotes obtained from independent pricing services valuation models of independent pricing services with known factors put into the model or software models utilizing assumptions or data obtained from independent sources Changes in market conditions and actual liquidation experience may result in additional valuation adjustments that could impact earnings in future periods
Bank-Owned Life Insurance (BOLI) -The Bank purchased life insurance policies on the lives of certain officers and employees and is the ovmer and beneficiary of these policies An additional death benefit is available to the families for employees still employed at the time of their death For the years ended September 30 2014 and 2013 the Bank did not receive payouts of death benefits The Bank records these BOLI policies at each policys respective cash sun-ender value with changes recorded in other income in the consolidated statements of operations
Premises and Equipment - Premises and equipment are recorded at cost and include expenditures for new facilities and items that substantially increase the useful lives of existing buildings and equipment Expenditures for normal repairs and maintenance are charged to operations as incun-ed Vlhen premises and equipment are retired or otherwise disposed of the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income
The cost of premises and equipment is being depreciated principally by the straight-line method over the estimated useful lives of the assets Estimated useful lives range from 30 to 40 years for office buildings
-11 -
and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
- 12 -
recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
and 3 to 10 years for furniture and equipment The cost of leasehold improvements is being ammiized by the straight-line method over the lesser of the term of the respective lease or estimated economic life of the improvement
Mortgage Servicing Rights (MSRs)-The Bank recognizes as separate assets the rights to service mortgage loans which have been sold to investors Upon sale of loans with the servicing rights retained the servicing rights are recorded at fair value Capitalized servicing rights are amortized into noninterest income in proportion to and over the period of the estimated future net servicing income of the underlying mortgage loans Projected net servicing income is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio which declines over time from prepayments and scheduled loan amortization The Bank estimates future prepayment rates based on consensus prepayment rates reported by independent reporting services current interest rate levels other economic conditions and market forecasts as well as relevant characteristics of the servicing portfolio which include loan type and interest rate stratification MSRs are assessed for impairment quarterly Impairment is recognized through a valuation allowance which is included in loan service fees during the period in which the can-ying amount of servicing rights for a stratum exceed fair value as an adjustment to a valuation allowance
Real Estate Acquired through Foreclosure -Properties acquired through foreclosure or deed in lieu of foreclosure are recorded at the lower of cost or fair value Costs incurred to complete construction are capitalized costs relating to the development and improvement of the properties not under construction holding period costs and fair value adjustments are charged to expense Real estate acquired through foreclosure or deed in lieu of foreclosure was $16 million and $20 million as of September 30 2014 and2013 respectively and is included in other assets
Loan Repurchase Reserve - Jn the ordinary course of business the Bank sells first mortgage loans and previously sold home equity loans to investors Upon sale the risk of credit loss is passed to the investor however the Bank provides certain representations and warranties in connection with these sales The Bank does retain the risk ofloss should a loan previously sold go into default or may be required to repurchase a performing loan if it is determined that such loanwas not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower Based on requests received to repurchase loans from individual investors current and historical production and proposed settlements the Bank establishes a reserve for estimated exposure pertaining to the representations and warranties made in connection with loan sales which is included in accrued expenses and other liabilities in the consolidated statements of fmancial condition It is not possible to reliably determine the current maximum potential amount of exposure related to these representations and warranties since the amount ofloans previously sold which are serviced by third parties and which are paid-off is unknown
Interest Income- Jnterest income is accrued as earned Loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due or earlier when concerns exist as to the ultimate collectability of principal or interest Jn certain circumstances regulatory guidance may require certain performing loans to be placed on nonaccrual status Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
Recoveries (Expenses) from Credit Insurance - Recoveries (expenses) from credit insurance include insurance premium expense and amortization offset by changes in the insurance recoverable asset and recoveries from claims During the year ended September 30 2014 the Bank settled all outstanding insurance claims pending with its largest third-party insurance carrier The settlement resulted in a
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recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
recovery from credit insurance of $140 million net of $ 1 1 0 million of previously recognized receivables See Note 4 - Loans for more information
Loan Service Fees - Net of Amortization - Loan servicing income consists of fees earned for servicing residential first and second mortgage loans for investors and related ancillary income Fees earned for servicing loans sold to other investors are recorded as income as the related loan payments are received from homeowners Included in loan service fees is ammiization expense ofMSRs
Gain on Sale of Loans - Net - Gain on sale ofloans is recorded when the loans are sold and substantially all risks and rewards of ownership have passed to the buyer
Income Taxes-Guaranty Financial Corp and the Bank file separate federal income tax returns and either combined or separate state income tax returns Defe1Ted income taxes are computed on the liability method Under the liability method the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws A valuation allowance is established for deferred tax assets when as determined by management it is more likely than not the Bank will not realize the benefit of the deferred tax assets
Preferred Stock-The Bank has 50120 shares of preferred stock authorized and 50099 issued and outstanding at September 30 2014 and 2013 respectively with a par value of $1000 per share The prefe1Ted floating rate shares are n9ncumulative No dividends were declared in the years ended September 30 201 4 and 2013 There are no mandatory redemption features in the preferred stock Any sales or redemptions of the preferred stock are required to have prior approval by the Banks regulator
Recent Accounting Pronouncements - In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit Vhen a Net Operating Loss Carryforward a Similar Tax Loss or a Tax Credit CatT)rforward Exists which requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward a similar ta-x loss or a tax credit carryforward except to the extent a net operating loss carryforward or tax credit carryforward is not available to be used at the reporting date to settle additional income taxes and the entity does not intend to use them for this purpose The amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In January 2014 the FASB issued ASU No 2014-04 11Receivables-Troubled Debt Restructurings by Creditors (Topic 3 1 0-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure The guidance amends the guidance in the FASB Accounting Standards Codification Topic 3 10-40 Receivables - Troubled Debt Restructurings by Creditors It is intended to reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs by addressing when a creditor should be considered to have received physical possession ofresidential real estate property collateralizing a consumer mortgage loan so that the loan should be derecognized and the real estate property recognized in the financial statements Tills ainendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material impact on the consolidated financial statements
In June 2014 the FASB issued ASU No 2014-1 1 Transfers and Servicing (Topic 860) Repurchaseshyto-Maturity Transactions Repurchase Financing and Disclosures The amendments in this guidance require repurchase-to-maturity transactions to be accounted for as secured borrowings In addition for repurchase financing arrangements the guidance requires separate accounting for a transfer of a
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financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
financial asset executed at the same time with a repurchase agreement with the same counterparty to be accounted for as a secured borrowing This amendment is effective prospectively for the Bank as of October 1 2015 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the F ASE issued ASU No 2014-14 Receivables - Troubled Debt Restructuring by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (1) The loan has a government guarantee that is not separable from the loan before foreclosure (2) At the time of foreclosure the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee and the creditor has the ability to recover under that claim (3) At the time of foreclosure any amount of the claim that is calculated on the basis of the fair value of the real estate is fixed 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 amendment is effective prospectively for the Bank as of October 1 2015 The adoption of theguidance is not expected to have a material effect on the consolidated financial statements
In August 2014 the FASB issued ASU No 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure ofUncertainties about an Entitys Ability to Continue as a Going Concern The amendments in this update clarify that the Banks management should evaluate whether there are conditions or events considered in the aggregate that raise substantial doubt about the entitys ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) Vihen management identifies conditions or events that raise substantial doubt about the entity s ability to continue as a going concern management should evaluate whether its plans that are intended to mitigate those relevant conditions or event will alleviate the substantial doubt The amendment lists what information the Bank should disclose as a result of the evaluation This amendment is effective for the Bank as of October 1 201 6 The adoption of the guidance is not expected to have a material effect on the consolidated financial statements
2 RESTRICTIONS ON CASH AND DUE FROIVI BANKS
The Bank is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements These requirements approximate $48 million and $52 million as of September 30 2014 and 2013 respectively and are included in cash and due from banks
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63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
- 19 shy
321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
63
5339
94
2044
3 INVESTMENT SECURITIES
The amortized cost and fair values of securities available-for-sale as of September 30 2014 and 2013 are as follows (in thousands)
2014 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1377 $ 63 $ $ 1440Other equity securities 5080 7 5073
Total $ 6457 $ $ 7 $ 6513
2013 Gross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
US and other government obligations $ 1941 $ 103 $ $ Other equity securities 5345 3 9
Total $ 7286 $ 106 $ 9 $ 7383
Investment securities held-to-maturity as of September 30 2014 and 2013 are as follows (in thousands)
2014 G ross Gross
Amortized Unrealized Unrealized Fair Cost Gains Losses Value
Mortgage-backed securities $ 771 $ 94 $ $ 865
Total $ 771 $ $ $ 865
2013
Amortized Cost
Gross unrealized
Gains
Gross u -nrealized
Losses Fair
Value
Mortgage-backed securities $ 925 $ 82 $ $ 1007
Total $ 925 $ 82 $ $ 1 007
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Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Amortized Fair Amortized Fair Cost Value Cost Value
Due after five years through ten years $ 1122 $ 1164 $ $ Due after ten years 255 276 771 865
$ 1377 $ 1 440 $ 771 $ 865
As of September 30 2014 the gross unrealized losses and fair market values for securities by length of time they have been in a continuous unrealized loss position are as follows (in thousands)
Less than 1 2 Months 12 Months or More Fair Unrealized Fair Unrealized
Value Losses Val ue Losses
Other equity securities $ 1418 $ 7 $ $
Total $ 1418 $ 7 $ $
The amortized cost and approximate fair value of US and other government obligations available-for-sale and mortgage-backed securities held-to-maturity by contractual maturity as of September 30 2014 are shown below (in thousands) Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties
Available-for-Sale H eld-to-Maturity
The gross gains and losses realized upon the sales of available-for-sale securities as of September 30 2014 and 2013 are as follows
As of September 30 2014 and 2013 the Bank had available-for-sale securities pledged as collateral of $ 1 4 million and $18 million respectively As of September 30 2014 and 2013 the Bank had investment securities held-to-maturity pledged as collateral of $08 million and $09 million respectively
4 LOANS
Loans held for sale as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
One-to-four family mortgage loans $ 80 $ 26278 Deferred loan fees and costs net (18)
Total $ 80 $ 26260
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As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
As of September 30 2014 and 2013 respectively the Bank had Joans repurchased with government guarantees of $420 million and $229 million The balances are included inthe mortgage Joans one-toshyfour family category in the tables below
Loans held for investment as of September 30 2014 and 2013 consist of the following (in thousands)
2014 2013
Mortgage loans One-to-four family Construction and land
$246254 7474
$ 233127 13855
Total mortgage loans 253728 246982
Home equity loans Home equity Joans - fixed rate Home equity lines of credit
128562 122572
1 59070 142156
Total hqme equity loans 251134 301 226
Other loans Commercial and nonresidential Other consumer
8912 1 8940
5806 28578
Total consumer and other loans 27852 34384
Total loans 532714 582592
Deferred loan foes and costs net 3057 3027 Less allowance for loan and lease losses (23082) (34251)
Total $ 512689 $ 551368
The Bank has a significant geographic concentration ofloans in Georgia Wisconsir) Florida Arizona and Illinoismiddot Accordingly the ultimate collection of a substantial portion ofthe loan portfolio is susceptible to changes in market condition in those areas
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Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Home Commerc1ai
(40) (1491) (295)
(l201) (85) (5155) (4277) (9403) (19926)
(4913)_ (25497) 255
i95
733
53
331
3459
935 749
733
A summary ofthe activity in the allowance for loan and lease losses by portfolio s)gment for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014
One-to-four family
Construction and land
equity Joans - fixed
rate Home equity
lines of credit middotand
nonresidential Other
consumer Total
Allowance forJDan and [ease los
Balance-beginning of_Year ses
$ 4 983 $ 171 s 19 040 s 8 732
$ 299 $ 1026 s 34 251
Provision charged to income 784 689 9110 8757
636 5571 Charge-offi (1546) (85) (6984)
345 (60) (ll9b9)
25061829Recoveries
Net charge-Offs
Balance- end of year $ 4 566 $ 46 $ 12394 s 5 144 $ 199middotmiddotmiddot 23082ss
Balance -middotemicrod of year
Impaired loan individually evaluated for impairment $ 83 $ s $ s 7 $- middot $ 90
Renegotiated-loalls illdividually 38 4 23evaluated for impairment
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
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321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(680) (125)
(2751) (11925) (6126) (7075) (27257)
370
593
83
92
778
2013 Home equity ommercial
Onetafour Construction loans -fixed Horne equity and Other
family and land rate lines of credit nonresidential consumer Total
Allowance for Joan and [ease losses
Balance -begiitning of year s 5782 $ $ 24089 $ 11335 $ 285 $ 941 $ 42802
Progtrision charged to income 1 952 6876 3523 7160 18706
Total 233127 13855 159070 142156 51806 28578 582592 Allowance for loan and lease losses 4983 171 19040 8 732 299 1 026 34251
Recorded investment $ 228144 s 13684 $ 140030 s 133424 s 5507 s 27552 $ 548341
Interest payments received on nonaccrual loans and nonperforming TDRs are recorded as rcopyductions of principal Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of paYffient history has been established and in accordance withreguiatory guidance
- 19 shy
321
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
- 21 shy
459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
- 22 shy
70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
- 23 shy
s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
- 24 shy
$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
2014 Unpaid Average Interest
33
739 517
7535
33
Information regarding impaired loans as of September 30 2014 and 2013 is as follows (in thousands)
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
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459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Home equity Joans - fixed rate 58023 60465 13689 6273 1 2426 Home equity Jines of credit 21447 22743 3699 21943 Commercial and nonresidential 44 60 14 124 15
Other consumer 77 4 271 1
Total $ 1 15773 $ 123216 $ 20518 $ 125706 $ 3748
Loans with no allowance recorded
One-to-four famicroiily $ 26146 $ 26810 $ $ 21642 $ 480 Construction and land 6510 8132 6836 Home equity loans - fixed rate 572 1435 253 39 Home equity line of credit 419 609 84 1 1
Commercial and nonresidential 858 1102 1580
Other consumer
Total $ 34505 $ 38088 $ $ 30395 $ 764
Total
One-to-four family $ 62094 $ 66437 $ 3033 $ 61568 $ 1407 Construction and land 6744 8376 79 201
Home equity loans - fixed rate 58595 6 1900 13689 62984 2465 Home equity Jines of credit 21866 23352 3699 22027 384
$ 4512
Commercial and nonresidential 902 1162 1704 54
Other consumer I77 4 271
$ 161304 $ 20518 $ 156101Total $ 150278
- 21 shy
459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
- 23 shy
s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
- 24 shy
$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
- 25 shy
7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
- 26 shy
(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
- 27 shy
7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
- 29 shy
Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
459
714
495 350
19
93794
A summary of past due and nonaccrual loans by portfolio as of September 30 2014 and 2013 is as follows (in thousands)
2014 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family $ 199728 $ 1713 s 1688 s s 43125 s 246254 Construction and land 3154 4320 7474
Home equity loans - fixed rate 106898 1424 449 19791 123562 Home equity lines of m dit 107626 1665 602 12679 122572 Commercial and nonresidential S525 193 194 8912 Other consumer 17849 492 125 15 13940
Total s 443780 s 5487 s 2864 s 459 s 80124 s 532714
2013 Accruin
90 Days or
30-59 Days 60-89 Days More Past
Current Past Due Past Due Due Nonperforming Total
One-to-four family s 183014 s 1804 s 783 s s 47526 s 233127 Construction and land 7293 1352 4710 13855
Home equity loans - fixed rate 131175 1722 25459 159070
Home equity lines of credit 124193 1667 566 15730 142156 Commercial and nonresidential 4961 5306
Other consumer 28523 25 1 1 28578
Total s 479159 $ 7565 s 2074 $ $ s 582592
TDRs - Loans are considered TD Rs if a borrower is experiencing financial difficulty and the Bank grants a concession or one is imposed by law or court to that borrower that the Bank would not otherwise consider except for the borrower s fmancial difficulty Modifications include interest rate concessions interest-only te1ms forgiveness of principal maturity date extensions non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A TDR may be either on accrual or nonaccrual status based on the performance of the borrower and managements assessment of collectability Nonaccrual TDRs are included and treated with other nonaccrual loans TDRs return to accrual status when principal and interest become current and are anticipated to be fully collectible after a reasonable period of payment history has been established and in accordance with regulatory guidance
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70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
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s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
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$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
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7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
70
A summary of TDRs as of September 30 2014 and 2013 is as follows (in thousands)
2014 Perfonn ing Nonperforming
One-to-four family $ 15819 $ 1 8386 Construction and land 102 4005 Home equity loans - fixed rate 28833 16125 Home equity Jines of credit 5525 8353 Commercial and nonresidential 23 Other consumer 17 8
Total $ 503 19 $ 46877
$
$
Total
34205 4107
44958 13878
-
25
97196
Performing 2013
Nonperforming Total
One-to-four family $ 13435 $ 20516 $ 33951 Construction and land 104 3937 4041 Home equity loans - fixed rate 33 136 20415 53551 Home equity lines of credit 6137 10325 16462 Commercial and nonresidential 43 8 1 124 Other consumer 6 76
Total $ 52925 $ 55280 $ 108205
For the year ended September 30 2014 and 2013 TDR modifications primarily included maturity date extensions interest rate concessions payment schedule modifications non-reaffirmed Chapter 7 bankruptcies or a combination of these concessions A summary of the number ofloans restructured by loan portfolio during the year ended September 30 2014 and 2013 and the recorded investinent and unpaid principal balance as of September 30 2014 and 2013 is as follows (in thousands except for number ofloans)
2014
Num ber of Recorded
Loans Investment
One-to-four family 43 $ 5940 $ 6525
Construction and land 1 471 982
Home equity Joans - fixed rate 47 2460 2985
Home equity lines of credit 16
107
1068
$ 9939
1 150
$ 1 1642 Total
- 23 shy
s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
- 24 shy
$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
- 25 shy
7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
- 26 shy
(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
- 27 shy
7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
s
99
473 493
52
7474
0ne-to-four family
2013
Number of Recorded Loans Investment
$ 12849 $ 14906 Home equity loans - foed rate 295 13222 14434 Home equity lines of credit 135 4428 4783 Other consumer
Total
9
538 $ 30499 $ 34123
A summary ofTDRs that defaulted during the year ended September 30 2014 and 2013 and the recorded investment and unpaid principal balance as of September 30 2014 and 2013 that had been modified during the previous 12 months is as follows (in thousands except number ofloans )
2014
Number of Recorded Loans Investment
One-to-four family 13 $ 1065 $ 1521 Home equity loans - fixed rate 3 0 264 578 Home equity lines of credit J O 268 375
4 4
54 $ 160 1 $ 2478
201 3
Number of Recorded Loans Investment
Other consumer
Total
8 $ $One-to-four family 785 Home equity loans - fixed rate 20 332
3Home equity lines of credit 64 4
35 $ 857 $ 1342
Other consumer
Total
The Bank utilizes an internal credit quality rating system for all construction land commercial and nonresidential loans A summary of loans by the Banks internal credit quality rating as of September 30 2014 is as follows (in thousands)
2014 Special
Pass Watch Mention Substandard Doubtful Total
$ $
$
8912
16386
Construction and land $ 1579 Commercial and nonresidential 7736
$ $s 126
$ 126
5895 1050
Total $ 9315 $ 6945 $
- 24 shy
$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
- 25 shy
7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
- 26 shy
(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
- 29 shy
Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
- 34 shy
Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
$
2013
Special
Pass Watch Mention Substandard Doubtful Total
Construction and land $ 7215 $ $ $ 6356 s 284 s 13855 Commercial and nonresidential 4 625 199 80 902 5806
Total s 11 840 $ 199 $ 80 7258 s 284 $ 19661
Descriptions of the Banks internal credit quality ratings are as follows
Pass - Pass assets are considered of sufficient quality to preclude an adverse rating They are generally well protected by the current net worth and paying capacity of the borrower or by the value of the asset or underlying collateral
Vatch - Watch assets are adequately secured but are being monitored for more severe reasons than a Pass asset Loans in this category may have a higher risk due to financial weakness or uncertainty As such these loans warrant an elevated level of monitoring to ensure that the weaknesses do not become long-term or severely deteriorate
Special Mention - Special Mention assets have potential weaknesses that warrant management s close attention Ifleft tmcorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank s credit position at some future date Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification
Substandard - Substandard assets are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged if any They are characterized by the distinct possibility that the Bank will suffer some loss if the deficiencies are not corrected
Doubtful -Doubtful assets include those assets classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable The likelihood of a loss is high but due to important and reasonably specific pending factors its classification as Loss is not appropriate
During the year ended September 30 2014 the Bank issued 75 Ginnie Mae loan pools with security proceeds of $485 million Additionally the Bank was servicing 450 Ginnie Mae loan pools with an outstanding security balance of $627 9 million at September 30 2014
The Bank maintains insurance contracts with third parties which passes the risk of credit Joss to the third party on a portion of home equity loans and lines of credit held for investment As of September 30 2014 and 2013 the Bank held approximately $283 million and $3055 million respectively of home equity loans and lines of credit held for investment that are covered by the insurance policies including certain loans no longer recorded as an asset by the Bank During the year ended September 30 2014 the Bank settled all outstanding insurance clainls pending with its largest third-party insurance carrier The settlement resulted in a recovery from credit insurance of$140 million net of $1 1 0 million of previously recognized receivables
The Bank is in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums As of September 3 0 2014 and 2013 the credit insurance recoverable asset was $32 million and $94 million respectively The Bank believes that appropriate claims have been submitted to third party insurance carriers and that the $32 million receivable outstanding as of September 30 2014 is probable ofrecovery Expenses from credit insurance on the statements of
- 25 shy
7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
7H4 irit75
(50243)
i6328
(48123)
operations include insurance premiums of$72 million and $67 million for the years ended September 30 20 4 and 2013 respectively
5 PREJVIISES AlID EQUIPMENT
Premises and equipment as of September 30 2014 and 2013 are summarized as follows (in thousands)
2014 2013
Cost middot middot Land an land improvements $ middot 1493 $ 1493 Office buildings 71 1 0 Furnihtre and equipment 3 1288
Leashold improvements 26489 26963
66571 66854
Less accttmulated depreciation
Total $ middot
$ 1 8731
Depreciation expense was $3 0 million and -$3 l million for the years ended September 30 2014 and 2013 respectively
The Banks future minimum rental commitments under operating leases for leasedmiddotpremises as of September 30014 are as follows (in thousands)
The leases Vhich are all operating leases provide for payment of certain Opiratig expenses applicable to the leased prEltmises aud contain certain escalation clauses and extension provisions Rent expense was $72 million and $73 million for the years endep September 30 2014 and 2013bullre pectively
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(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
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7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(1341)
6 MORTGAGE SERVICING RIGHTS
An analysis of activity in the Banks MSRs as of September 30 2014 and 2013 is as follows (in thousands)
Cost of Mortgage Servicing Valuation Servicing
Rights Al lowance Rights
Balance - October 1 2012 $ 13007 $ (2728) $ 10279
New MSRs capitalized 2161 2 161 Amortization and payoffs (3325) 171 (3 154) Recovery of impairment 1098 1 098
Balance - September 30 2013 1 1 843 (1459) 10384
New MSRs capitalized 340 340 Amortization and payoffs (l627) 13 (1614) Recovery of impairment 105 105
Balance - September 30 2014 $ 10556 $ $ 9215
The fair value ofMSRs as of September 30 2014 approximated $109 million and was determined using discount rates ranging from 1 000 to 1200 and prepayment speeds ranging from 600 to 294 depending upon the stratification of the specific right The fair value ofMSRs as of September 30 2013 approximated $122 million and was determined using discount rates ranging from 1 000 to 1400 and prepayment speeds ranging from 690 to 4200 depending upon the stratification of the specific right The valuation allowance pertains to specific stratum where the estimated fair value is less than the carrying amount for those strata
The following table outlines the key economic assumptions used to determine the fair value of the Banks MSRs at September 30 2014 and it outlines the sensitivities of those fair values to immediate 10 and 20 adverse changes in those assumptions (in thousands except rates)
Impact on fair value of 10 adverse change (3 14) Impact on fair value of20 adverse change (639)
Weighted average discount rate assumption 10 10 Impact on fair value of 10 adverse change (240) Impact on fair value of20 adverse change (485)
- 27 shy
7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
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Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
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337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
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Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
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$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
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79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
7
Estimated future amortization expense related to MSRs at September 30 2014 is summarized as follows (in thousands)
Years Ending September 30
2015 2016 2017 2018 2019
Total
Amount
$ 1697 1 447 1232 1051
898
$ 6325
Informationmiddotregarding loans serviced for investors for the years ended Septembel 3 0 2014 and 2013 is as follows (ip thousands except for number ofloans)
Total principal balance ofloans serviced First mortgage loans Home equity Joans
Total
Number ofloans serviced First mortgage Joans Home eqtlity loans
Total
Funds held at Guaranty Bank for investors
2014
$ 1250800 2170
$ 1252970
9018 136
9154
$ 4070
2013
$ 1405419 2976
$ 1408395
9822 204
10026
$ 6235
Funds held for investors are legally deposits that represent amounts collected from borrowers primarily for the pyment of principal and interest and tax and insurance escrows applicable to mortgage loans being serviced
DEPOSITS
Deposits as of September 30 2014 and 2013 are summarized as follows (irithousands)
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
- 29 shy
Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
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(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
- 34 shy
Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
There were no brokered deposits at September 30 2014 and 2013 As of September 30 2014 and 2013 deposits (excluding non-interest bearing custodial accounts) with balances greater than or equal to $100000 amounted to $2342 million and $2440 million respectively
Certificates of deposit accounts as of September 30 2014 mature during the fiscal year indicated as follows (in thousands)
The Bank is required to maintain unencumbered loans and securities such that the outstanding balance of FHLB advances does not exceed FHLB designated percentages (65 for first mortgages 20 for second mortgages and 105 for agency tvIBS) In addition any outstanding notes are collateralized by FHLB stock There were no amounts outstanding from the FHLB as of September 30 2014 however the Bank had the capacity to borrow $49 2 million
The Bank is required to maintain 1mencumbered loans and securities such that the outstanding balance of Federal Reserve Barik (FRB) advances does not exceed FRB designated percentages (58 for first mortgages 49 for second mortgages and 73 of student loans) As of September 30 2014 the FRB did not pem1it the Bank to borrow against its pledged assets and therefore there were no amounts outstanding
9 REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (OCC) Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators including but not limited to sale or liquidation of the Bank Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defmed in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined)
On March 1 1 2009 the Bank consented to the issuance of an Order to Cease and Desist (the Order) by the Banks regulator The Order is effective until withdrawn by the Banks regulator The Order requires that the Bank meet and maintain both a Tier 1 capital ratio equal or greater than 8 and a total capital to risk weighted assets ratio equal to or greater than 12 At September 30 2014 the Bank had a
- 29 shy
Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Tier 1 capital ratio of276 and a total capital to risk weighted assets ratio of 661 indicating that the bank is significantly undercapitalized and below the required capital ratios set forth by the Order
The Order was supplemented on April 1 2014 by a Prompt Corrective Action Directive (the Directive) issued by the OCC The Directive required among other things the establishment of a compliance committee of the Board of Directors and that the Board of Directors ensure competent management
As of September 30 2014 and 2013 the Banks regulatory capital levels and ratios relative to its minimum capital requirements are as follows (dollars in thousands)
To be Well To be Adequately Capitalized Under
Actual Capitalized the Order Amount Ratio Amount Ratio Amount Ratio
As of September 30 2014 Tier 1 capital (to adjusted tangible assets) $ 29264 276 $ 42399 400 $ 84799 800 Tier 1 capital (to risk weighted assets) 29264 532 21987 400 43975 800 Total capital (to risk weighted assets) 36335 661 43975 800 65962 1200
As of September 30 2013 Tier 1 capital (to adjusted tangible assets) $ 28985 259 $ 44804 400 $ 89609 800 Tier 1 capital (to risk weighted assets) 28985 469 24725 400 49449 800 Total capital (to risk weighted assets) 37040 599 49449 800 74174 1200
The Banks above-noted failure to meet the requirements of the Order may result in one or more regulatory sanctions including actions that could have a direct material effect on the Banks consolidated financial statements and which could include the appointment of a conservator However at this point in time no further regulatory sanctions have been issued See Note l - Summary of Significant Accounting Policies for the Banks plans
10 EMPLOYEE BENEFIT PLANS
The Bank has a participatory 401(k) plan which covers substantially all full-time employees Employees must have three months of service and be at least 21 years of age to participate Participating employees may contribute up to 50 of their pre-tax compensation subject to Internal Revenue Service (IRS) limitations Participants may also make after-tax Roth contributions up to 10 of their compensation in addition to their pre-tax deferrals The Bank can make a discretionary matching contribution discretionary qualified nonelective contributions and discretionary contributions Participants are immediately vested in their vol1mtary contributions plus actual earning thereon Vesting in the Banks discretionary matching contribution and discretionary contribution portion occurs upon three years of service Qualified nonelective contributions are 100 vested immediately The Bank made discretionary matching contributions of25 of the amount contributed by each employee up to the first 6 of compensation for the years ended September 30 2014 and 2013 The Banks expense for this plan amounted to $03 million and $04 million for the years ended September 30 2014 and 2013 respectively
- 30 shy
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
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Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
(2l73) (7985)
(2272)
2173)
$ (2 173) $ (7985)
(233) (5734)
11 INCOME TAXES
The provision for income taxes on continuing operations for the years ended September 30 2014 and 2013 consists of the following (in thousands)
2014 2013
Current Federal State
$ (l940) (23$)
$ (6847) (1138)
Total current tax benefit
Deferred Federal State
Total deferred tax expense
Total income tax benefit
The income tax benefit differs from that computed at the federal statutory tax rate for the years ended S eptember 30 2014 and 2013 as follows (in tJiousands)
middot
2014 2013
Loss fromcontinuing operations before income taxes $ $ (16864)
Tax at federal statutory rates - (deduct) add effect of $ (773) $ State income taes Bank-owned life insurance
(113 8) (1 154)
41(1156)
(11)Other
Total $ $ (7985)
- 3 1 shy
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
- 34 shy
Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
337
38
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes The significant components of the Banks net deferred tax assets as of September 30 2014 and 201 3 are as follows (in thousands)
2014 2013
Deferred tax assets Allowance for losses on loans and leases $ 8792 $ 1 3580 Accrued payroll and pension 1 94 286 Other reserves 6546 6 1 29 State loss carryforwards 8631 86 1 1 Federal loss carryfo1wards 47060 47607 Alternative minimum tax credit carryf oward 2037 1 958 Fixed assets Other 91 121
Total deferred tax assets 73688 78292
Deferred tax liabilities Prepaid expenses 854 896 Installment gain 2273 Deferred loan costs 1 165 1 200 FHLB dividend paid in stock 736 766 Fixed assets 148 Mortgage servicing rights 3449 4044 Credit insurance recoverable 1 382 3721 Net unrealized gains on securities available-for-sale 19 Other
Total deferred tax liabilities
Total net deferred tax assets before valuation allowance
Valuation allowance
Total net deferred tax assets
The Bank increased its valuation against deferred tax assets by $ 1 2 million as of September 30 2014 and decreased its valuation allowance against deferred tax assets by $53 million as of September 30 201 3 A full valuation allowance has been recorded against the net deferred tax asset as of September 30 2014 because management has determined it is more likely than not that the Bank will not realize the benefit of these deferred tax assets
The Bank has a federal net operating loss carryforward of $1384 million that if unused will expire beginning October 1 2027 The Bank also has state net operating loss carryforwards of $170 1 million as of September 30 2014 After state net operating loss utilization during the year ended September 30 20 14 $03 million (tax effected) in state net operating losses expired primarily due to five year carryforward rules in certain state jurisdictions The Bank also has alternative minimum tax credits of $20 million which will not expire
Under the Internal Revenue Code and Wisconsin Statutes bad debt reserves established before October 1 1 987 (the base year) are effectively frozen and recaptured into income only in the event of certain conditions A deferred tax liability has not been recognized for these bad debt reserves of the
335
7605 1 342 1
66083 64871
(66083) (64871 )
$ $
- 32 -
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
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Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
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Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
- 33 -
Bank created in the tax years which began prior to October 1 1987 As of September 30 2014 these reserves totaled approximately $63 million with an unrecognized deferred tax liability approximating $25 million This unrecognized deferred tax liability could be recognized in the future in whole or in part if there is a change in federal tax law the Bank fails to meet certain definitional tests and other conditions in the federal tax law or the bad debt reserves are used for any purpose other than absorbing bad debt losses
The Bank is no longer subject to US federal and state income tax examinations by tax authorities for years prior to fiscal 201 1 If any interest and or penalties would be imposed by an appropriate taxing authority the B ank would report the interest andor penalties as a component of income tax expense (benefit) The B ank had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of September 30 2014 or during the years ended September 30 2014 and 2013
12 DERIVATIVES AND FINANCIAL INSTRUMENTS
In the normal course of business the Bank is party to financial instruments Those financial instruments consist of commitments to extend credit forward commitments to sell mortgage loans and option contracts These instruments involve to varying degrees elements of credit liquidity and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition The contract amounts reflect the extent of involvement the Bank has in particular classes of fmancial instruments
The Banks mmdmum exposure to credit loss for commitments to extend credit is represented by the contract amount of those instruments Forward commitments to sell loans and option contracts do not represent exposure to credit loss
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
- 34 shy
Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Financial instruments whose contract amounts represent credit and interest rate risk as of September 30 2014 and 2013 are as follows (in thousands)
2014
Assets Unused Jines of credit
Notional Amount
1 1188
Balance Sheet Category Fair Value
$
Total assets
Net fair value impact
2013
$
Notional Amount Balance Sheet Category Fair Value
Assets Unused lines of credit 19460 $
Total assets
Liabilities
Commitments t9 exiend credit Forward cominitments to sell loans
$ 1 1053 $ 24006
Accrued expenses and other liabilities Accrued expenses ana other liabilities
$ (37) _filD
Total liabilities
Net negative fair value impact
The following tables summarize the income statement categories of the gain or (loss) recognized in income on financial instruments (in thousands)
2014 Statement of Operations Amount
Category Recognized
Commitments to extend credit Gain on sale ofloans -net $ 37 Forward commitments to sell loans Gain on sale of loans -net 301
2013 Statement of Operations Amount
Category Recogn ized
Conunitments to extend credit Forward commitments to sell loans
Gain on sale ofloans - net Gain on sale ofloans -net
$ (1741) 1375
Conunitments to extend credit are agreements to lend to residential first mortgage customers as long as there is no violation of any condition established in the contract Conunitmerits generally have fixed expiration dates r other termination clauses and generally require payment ofafee As some conunitments expire without being drawn upon the total conunitment amounts do not necessarily represent future cash requirements The Bank evaluates the creditworthiness of each customer on a case-by case basis The Bank generally extends credit only on a secured basis
- 34 shy
Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Forward commitments to sell mortgage loans represent commitments obtained by the Bank primarily from secondary market agencies to purchase mortgages from the Bank and place them in mortgage-backed security pools with defined yields The Bank also purchases options on mortgage-backed and treasury securities as an additional means of hedging interest rate risks relative to loans originated for sale These contracts represent options to buy or sell securities at a future date and at a specified price There were no outstanding commitments or options as of September 30 2014 The commitments and options are derivatives and recorded at fair value of $03 million in other liabilities as of September 30 2013 Commitments and options expose the Bank to market risk if rates of interest decrease during the commitment period Commitments to sell loans are made to mitigate interest rate risk on commitments to originate loans and loans held for sale
13 FAIR VALUES OF FJNANCIAL JNSTRUMENTS
The Fair Value Measurements Topic of the Codification generally applies whenever other standards require or permit assets or liabilities to be measured at fair value Under the guidance fair value refers to the price at the measurement date that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in which the reporting entity is engaged
The accounting guidance establishes a three-tier hierarchy for fair value measurements based upon the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value A financial instrument is categorized in its entirety and its categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement The three levels are described below
Fair Value Hierarchy
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability either directly or indirectly for substantially the full term of the financial instrument Fair values for these instruments are estimated using pricing models quoted prices of securities with similar characteristics or discounted cash flows
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement Fair values are initially valued based upon transaction price and are adjusted to reflect exit values as evidenced by financing and sale transactions with third parties
The Banks policy is to recognize transfers into and out oflevels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs Transfers into Level 3 are due to a lack of observable market data for these securities or in
middot accordance with Bank policy when the ratings of certain asset classes fall below investment grade Transfers out of Level 3 are due to an increase in observable market data or when the underlying inputs are evaluated and determined to be market observable There were no transfers between levels in 2014 or 2013
- 35 -
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
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7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
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26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
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- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy
Cash and Cash Equivalents - The carrying amount reported in the consolidated statements of financial condition for this asset approximates its fair value
Investment Securities - Vhen available the Bank used quoted market prices to determine the fair value of investment securities such items are classified as Level 1 of the fair value hierarchy
For the Banks investments in securities where quoted prices are not available for identical securities in an active market the Bank determines fair value utilizing vendors who apply matrix pricing for similar equity tranches of bond portfolios where no price is observable or may compile prices from various sources These models are primarily industry-standard models that consider various assumptions including time value yield curve volatility factors prepayment speeds default rates loss severity current market and contractual prices for the underlying financial instruments as well as other relevant economic measures Substantially all of these assumptions are observable in the marketplace can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace Fair values from these models are verified where possible to quoted prices for recent trading activity of assets with similar characteristics to the security being valued Such methods are generally classified as Level 2 However when prices from independent sources vary and cannot be obtained or cannot be corroborated a security is generally classified as Level 3
Loans Held for Sale - The fair value of mortgage loans held for sale to investors is based on outstanding commitments from investors or current investor yield requirements such items are generally classified as Level 2 For mortgage loans held for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms
Derivatives - The Banks derivatives include commitments to extend credit forward commitments to sell loans and option contracts The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans which are committed for sale is based on outstanding commitments from investors or current investor yield requirements The fair value of that portion of commitments to originate loans that are estimated to result in mortgage loans that are not committed for sale fair values are based on quoted market prices for mortgage-backed securities with similar terms Mandatory commitments to sell mortgage loans are valued at the cost to repurchase the commitment For option contracts the Bank utilizes third-party-developed valuation models that are widely accepted in the market The specific terms of the contract and market observable inputs (such as interest rate forward curves and interpolated volatility assumptions) are used in the valuation The Bank classifies these derivatives as Level 2 because all significant inputs into these valuations were market observable
Loans Held for Investment - The Banks loans held for investment consist primarily of mortgage loans with varying terms loans repurchased from investors construction loans participation loans home equity loans and consumer loans with variable and fixed rates Loan balances are assigned fair values based on discounted cash flow analysis The discount rate is based on the LIB OR swap curve with rate adjustments for credit quality cost and profit factors
FHLB Stock-FHLB stock is carried at cost which is its redeemable (fair) value since the market for this stock is restricted
Mortgage Servicing Rights - See Note 6 - Mortgage Servicing Rights for infonnation
- 36 shy
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Deposits - The fair values disclosed for interest and non-interest bearing negotiable order of withdrawal accounts passbook accounts money market and variable rate accounts are by definition equal to the amount payable on demand at the reporting date (ie their can-ying amounts) The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on ce1iificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit
Escrow jimds due to investors - The carrying amount reported in the consolidated statements of financial condition for this liability approximates its fair value
Fair Value Classifications
Recunmiddotingftdr value - Assets and liabilities measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 2013 (in thousands)
2014
Assets
Quoted Prices in Active
M arkets for Identical Assets
(Level 1 )
Sig n ificant Other
Observable Inputs
(Level 2)
Sig n ificant Unobservable
Inputs (Level deg3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
$ 1440 $ $ $ 1440
Total investment securities available-for-sale
Loans held for sale
Assets
Quoted Prices in Active
Markets for Identical
Assets (Level 1 )
2013
Sign ificant Other Significant
Observable Unobservable Inputs Inp uts
(Level 2) (Level 3) Total
Investment securities available-for-sale US and other government obligations Other equity securities
Total investment securities available-for-sale
Loans held for sale
Derivatives
Commitments to edend credit
Forward connnitments to sell loans and option contracts
1418 3655 5073
$ 1 440 $ 1418 $ 3655 $ 6513
$ $ 80 $ $ 80
$ 2044 $ $ $ 2044 2 1902 3435 5339
$ 2046 $ 1902 $ 3435 $ 7383
$ $ 26260 $ $ 26260
$ $ (37) $ $ (3 7)
$ $ (301) $ $ (301)
- 37 shy
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
$
Information regarding the significant unobservable inputs used in significant Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30 2014 are as follows
(a) Level 3 securities primarily include various Community Reinvestment Act investments These investments are made to comply with the United States federal laws designed to encourage banks and savings institutions to help meet the needs of borrowers in all segments of their communities including low- and moderate-income neighborhoods As there is not readily available market value the securities are recorded at their cost basis
Nonrecurring fair value Certain assets are measured at fair value on a nonrecurring basis that is the -
instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) Loans held for investment and mortgage servicing rights includes only those items that were adjusted to fair value as of the dates indicated Assets measured at fair value on a nonrecurring basis are categorized in the table below based upon the lowest level of significant input to the valuations as of September 30 2014 and 201 3 (in thousands)
2014
Quoted Prices in Active Significant
Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs
Assets (Level 1 ) (Level 2) (Level 3) Total
Loans held for investment $ $ $ 1 1 1 88 1 1 1 88
Mortgage servicing rights $ $ $ 79 $
2013
Assets
Quoted Prices in Active
Markets for Identical Assets
(Level 1 )
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3) Total
Loans held for investment $ $ $ 1 1 965 $ 1 1965
Mortgage se1vicing rights $ $ $ 76 $ 76
For nonaccrual loans greater than an established threshold individually evaluated for impairment nonhomogeneous classified loans and all TDRs impairment is measured using one of three alternatives ( I ) the net present value of expected future cash flows discounted at the loans original effective interest rate (2) the loans observable market price or (3) the fair value of the collateral less estimated cost to sell for collateral-dependent loans A valuation allowance is recorded for the excess of the Joan s recorded investment over the amount determined by the above methods This valuation allowance is a
- 38 -
79
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
$
component of the allowance for losses on loans and leases The discounted cash flow is not a fair value measure For the collateral value method the Bank obtains appraisals to support the fair value of collateral underlying loans Appraisals incorporate measures such as recent sales prices for comparable properties and costs of construction See Note 4 - Loans for more information
MSRs are recorded as an asset when loans are sold to third parties with servicing rights retained MSRs are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues The carrying value of these assets is reviewed for impairment on a quaiierly basis using a lower of carrying value or fair value methodology The fair value ofMSRs is determined by estimating the present value of future net cash flows using a discounted cash flow model taking into consideration market loan prepayment speeds discount rates and other economic factors For purposes of measuring impairment the rights are stratified based on predominant risk characteristics of the underlying loans which include product type (ie fixed adjustable or balloon) and interest rate bands Ifthe aggregate carrying value of the capitalized MSRs for a stratum exceeds its fair value the difference is recognized in loan service fees as an impainnent loss See Note 6 - Mortgage Servicing Rights for more information
Level 3 Gains and Losses - The table presented below summarizes the change in balance sheet carrying values associated with financial instruments measured using significant unobservable inputs (Level 3) for the years ended September 30 2014 and 2013 (in thousands)
Other Equity
Securities
Balance - October 1 2012 $ 3100
Purchases 385 Settlements
221 (1)
3655
(50)
3435 Balance - September 30 2013
Purchases Settlements
Balance - September 30 2014
Following is a disclosure of fair value information about financial instruments whether or not recognized in the consolidated statements of financial condition for which it is practicable to estimate that value In cases where quoted market prices are not available fair values are based on estimates using present value or other valuation techniques Those techniques are significantly affected by the assumptions used including the discount rate and estimates of future cash flows In that regard the derived fair value estimates cannot be substantiated by comparison to independent markets and in many cases could not be realized in immediate settlement of the instrument The aggregate fair value amounts presented do not represent the underlying value of the Bank
It is not the intent of the Bank to liquidate and therefore realize the difference between market value and carrying value of all financial instruments and even if it were there is no assurance that the estimated market values could be realized Thus the information presented is not relevant to predicting the Banks future earnings or cash flows
- 39 shy
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
7977
(37)
$
Carrying Amount
400989 $ 6513
771 80
512689
Fair Value
400989 6513
865 80
515095
The carrying amounts and fair values of the Banks financial instrnments as of September 3 0 2014 and 2013 consist of the following (in thousands)
2014
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale Loans held for investment - net FHLB stock 7977
9215
Commitments to extend credit Forward commitments to sell loans and option contracts (301) (301) Loans held for investment - net 551368 548577 FHLB stock 7977 7977 Mmigage servicing rights 10384 12229 Deposits (1 06091 1) (103 1287) Escrow funds due to investors (6235) (6235)
14 CONTJNGENCIES
In the normal course of business the Bank is involved in legal proceedings The Bank accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated lllhen only a range of possible loss can be established the most probable amount in the range is accrued Ifno amount within this range is a better estimate than any other amount within the range the minimum amount in the range is accrued The Banilt cannot predict the ultimate outcome of pending legal proceedings It is possible that an adverse outcome could have a material adverse effect on the Banks consolidated financial statements
The Bank is currently in material litigation with a third-party credit loss insurance carrier regarding policy coverage and related premiums In addition the Bank along with the third-party credit loss insurance carrier is in material litigation with another financial institution regarding policy coverage and related premiums Management believes this credit loss insurance contract will continue to be enforceable
The Bank sells first mortgage loans and previously sold home equity loans to investors and may or may not retain servicing responsibilities Upon sale the risk of credit loss is passed to the investor The Bank does retain the risk of loss should a loan that has been previously sold go into default or may be
- 40 shy
26260 (37)
Mortgage servicing rights Deposits Escrow funds due to investors
Cash and cash equivalents Investment securities available-for-sale Investment securities held-to-maturity Loans held for sale
10893 (1005805) (992869)
(4070) (4070)
2013 Carrying Amount
$ 376173 $ 7383
925
Fair Value
376173 7383 1007
26260
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
475
$
2487 (2109)
378
1416 (363)
3 1856 (8158)
$ 2475 1
required to repurchase a perfonning loan ifit is determined that such loan was not within the agreedshyupon underwriting guidelines due to negligence on the part of the Bank or fraud on the part of the borrower As of September 30 2014 and 2013 current outstanding unresolved claims submitted to the B ank for repurchase were $71 4 million and $69 1 million respectively Included in these claims submitted are $689 million and $659 million of home equity loans which the Bank no longer originates
A summary of the activity in the loan repurchase reserve for the years ended September 30 2014 and 2013 is as follows (in thousands)
2014 2013
$ 7684 $ 6886 963
Balance - beginning of year Provision charged to income
Balance - end of year
(335)
$ 7824 $ 7684
15 DISCONTINUED OPERATIONS
On January 1 8 2013 the Bank sold its membership interest in the Shelter Business to a private equity firm The results of the Shelter Business operating results and gain on disposition are included in net income from discontinued operations net of income talt expense in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 The following is an analysis of net income from discontinued operations included in the accompanying consolidated statements of operations for the years ended September 30 2014 and 2013 (in thousands)
2014 2013
Operating revenue $ 3734 $ 28834
(165) Payments
Earnings from discontinued operations Income tax expense Gain on sale of discontinued operations Income talt expense on sale
Net earnings from discontinued operations
There are certain continued cash flows involving the discontinued Shelter Business activities and operations all of which management has detennined to constitute indirect cash flows The following inf01mation describes the nature and expected duration of these continuing cash flows as well as the principal factors used to conclude that the expected continuing cash flows are not direct cash flows of the disposed component The B ank does not have significant involvement in the operations of the Shelter Business underlying the continued cash flows The earnings from discontinued operations during the year ended September 30 2014 primarily relates to the information technology transitional services and the m01igage broker agreement
- 41 shy
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
Nature of Activity Giving Rise to Continuing Cash
Flows
Interest Income - Interest income on the $63 million promissory note payable by Shelter Mortgage
Transitional Services shyReciprocal services to be provided between the Bank and Shelter Mortgage related to knowledge transfer and administrative and support services
Information Technology Transitional Services -
Information technology and telecommuncation services provided by the Bank to Shelter Mortgage
Mortgage Broker Payments
- Fees paid to Shelter Mortgage for soliciting and preparing certain FHA loan application packages that the Bank decides to underwrite and fund
Period of Time Continuing Cash Flows are Expected to
be Generated
Two years payable in installments in January 2014 and 2015 In September 2014 the note was paid off prior to malurily
Effective for 25 months although individual services can be terminated with 30 days notice
An initial term of 1 8 months with a renewal period of six months Early termination upon 30 days notice-giving by Shelter Mortgage to the Bank
Less than 12 months Mortgage broker payments to Shelter Mortgage ceased in March 2014
Principal Factors u sed to Conclude that the Expected Continuing Cash Flows are
Not Direct Cash Flows of Disposed Component
Cash flows do not represent a migration or continuation of activities previously conducted by Shelter M01igage
Compensation for services are set at market prices Gross revenues and expenses are expected to be less than 5 of cash flows that would have been generated by Shelter absent the sale transaction
Compensation for services are set at market prices Gross revenue is expected to be less than 5 of cash flows that would have been generated by Shelter Mortgage absent the sale transaction
Compensation for services are set at market prices The net income impact is not material to the consolidated statement of operations
Under the terms of the Shelter Business sale agreement the Bank assumed the risk ofrepurchase on the loans held for sale as of January 1 8 2013 Until Shelter Mortgage obtained the authority to originate ce1iain types ofloans such as Federal Housing Administration (FHA) loans the Bank continued to originate these loans under a mortgage broker agreement with Shelter Mortgage However the Bank did not assume the risk ofrepurchase on these loans since an indemnification fee was paid to Shelter Mortgage to assume this risk
kfortgage Loan Participation Purchase and Sale Agreement- On January 18 2013 the Bank entered into a M01igage Loan Participation Purchase and Sale Agreement (MLPPSA) with Shelter Mortgage Under the NILPPSA the Bank purchases 100 undivided participation interests in residential mortgage loans originated by Shelter Mortgage which are generally subject to commitments by takeout investors
- 42 shy
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
- 43 -
to buy the mmigage loans within a shmi period of time Loan purchase programs such as the MLPPSA function similar to traditional warehouse lines of credit and are generally accounted for as secured borrowings by the mortgage loan originator with a pledge of collateral of the underlying mortgages Therefore the Bank is accounting for the residential mortgage loan participation interests acquired under the MLPPSA as a single warehouse line of credit to Shelter Mortgage collateralized by the respective real estate mortgages pledged by Shelter Mortgage The outstanding lVILPPSA mmigage loan participation balance at September 30 2014 and 2013 Vas $1 3 million and $166 million respectively
The Banks regulatory Loans to One Borrower (LTOB) general limit is 15 of the Banks Capital and Surplus which is defined as Tier 1 and Tier 2 capital included in its risk-based capital as reported in the Consolidated Report of Condition and Income (Call Report) plus the balance of the ALLL not included in Tier 2 capital As of September 30 2014 and 2013 the LTOB limit under the general limit was $84 million and $107 million respectively
Shelter Mortgage has agreements with other warehouse lenders andor loan purchase program providers to meet its funding needs supporting its mortgage origination operations Remaining in compliance with the LTOB general 15 limit is expected to result in lower loan participation volume under the MLPPSA based on historical origination volumes of Shelter Mortgage
Other Agreements between the Bank and Shelter Jvfortgage - In addition to the lILPPSA and cash flow activities described above the Bank has entered into other ancillary agreements with Shelter Mortgage None of these ancillary agreements involve cash flovvs that are material to the consolidated financial statements nor involve activities that constitute significant continuing involvement
16 SUBSEQUENT EVENTS
The Bank has determined that all significant subsequent events that would require adjustment to the accompanying consolidated financial statements through January 7 2015 the date the consolidated financial statements were available to be issued have been considered
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
I
I I
I
I
[mutua holding companyJ
Jmld-ier holding company publiclytraded entity
a federally-chartered mutual holding company Glendale VVI Incorporated In Wisconsin
52i Guaranty Financial Corporation
a federally-chartered stock corporation Glendale WI Incorporated in Wisconsin
Guaranty Bank a federally-chartered sock savings bank Glendale WI Jncarporaed in Wisconsin
100
Guaranty flnanclal Services LTD a Glendale Wisconsin corporation
Incorporated in Wisconsin
6700 Corporation a Brooo Deer WI corporation
Incorporated in California
Guaranty flnancfa[ Services LTD Is an operating subsidiaryWose only asset ls 6700 Corporation 6700 Corporation is a companyWose sole activity is lo serve as the trusee on Califomla deeds of trust (mortgages) The company has very little financial or other activity
2b Domestic branch listing provided to the Federal Reserve Bank
100
99 P1eferred Sieck
Form FR Y-6 Guaranty Financial MHC Glendale Wisconsin Fiscal Year ending September 30 2014
Report item 1 The savings and loan holding company prepares an annual report for its shareholders
and is not registered with the SEC The annual report will be mailed separately by January 30 2015
2a Organizational Chart
Guaranty Flnanclal MHC
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
tlf--nU C-LV---1 7
-
I
VJ _ __
Effective Date Branch Service Type Branch ID RSSD Popular Name Street Address City State Zip Code
OK Full Service (Head Office) 640170 GUARANTY BANK 501 WEST NORTHSHORE DRIVE GLENDALE WI 53217
OK Full Service 4416560 ACWORTH HIGHWAY 92 BRANCH 6199 HIGHWAY 92 SUITE 176 ACWORTH GA 30102-23
OK Full Service 4416588 ALPHAREITA-HIGHWAY 9 BRANCH 12870 STATE H IGHWAY 9 NORTH ALPHAREITA GA 30004-36
OK Full Service 4416609 BUFORD HIGHWAY BRANCH 3855 BUFORD HIGHWAY NORTHEAST ATLANTA GA 30329-10
OK Full Service 4416618 CAROLINE STREET BRANCH 1225 CAROLINE STREET ATLANTA GA 30307-27
OK Full Service 4416645 MONROE DRIVE BRANCH 1700 MONROE DRIVE ATLANTA GA 30324-50
OK Full Service 4416654 ROSEWELL BRANCH 4920 ROSWELL ROAD ATLANTA GA 30342-26
OK Full Service 4416627 COLLEGE PARK BRANCH 6055 OLD NATIONAL H IGHWAY COLLEGE PARK GA 30349-43
OK Full Service 4479499 CONYERS BRANCH 1745 HIGHWAY 138 SOUTH EAST CONYERS GA 30013-57
OK Full Service 4416681 COVINGTON-HIGHWAY 20 BRANCH 5341 H IGHWAY 20 SOUTH COVINGTON GA 30016-44
OK Full Service 4416672 COVINGTON-HIGHWAY 278 BRANCH 3139 US HIGHWAY 278 NORTHEAST COVINGTON GA 30014-23
OK Full Service 4416243 COVINGTON-SALEM BRANCH 3700 SALEM ROAD COVINGTON GA 30016-45
OK Full Service 4416159 CUMMING-BETHELVIEW ROAD BRANCH 2325 BETHELVIEW ROAD CUMMING GA 30040-94
OK Full Service 4416690 CUMMING-FREEDOM PARKWAY BRANCH 2655 FREEDOM PARKWAY CUMMING GA 30041-91
OK Full Service 4416702 DACULA BRANCH 2700 BRASELTON H IGHWAY DACULA GA 30019-32
jHANGU Full Service 4416720 DAWSONVILLE BRANCH 78 DAWSON VILLAGE WAY DAWSONVILLE GA 30534-68
OK Full Service 4416766 DECATUR MEMORIAL BRANCH 3479 MEMORIAL DRIVE DECATUR GA 30032-27
OK Full Service 4416775 DOUGLASVILLE BRANCH 8501 HOSPITAL DRIVE DOUGLASVILLE GA 30134-24
OK Full Service 4416784 DULUTH BRANCH 3093 STEVE REYNOLDS BOULEVARD DULUTH GA 30096-45
OK Full Service 4416636 DUNWOODY BRANCH 4498 CHAMBLEE DUNWOODY ROAD DUNWOODY GA 30338-62
OK Full Service 4416823 ELLENWOOD BRANCH 101 FAIRVIEW ROAD ELLENWOOD GA 30294-27
OK Full Service 4416814 ELLENWOOD WALMART BRANCH 2940 ANVIL BLOCK ROAD ELLENWOOD GA 30294-24
OK Full Service 4416926 LAKE CITY BRANCH 5664 JONESBORO ROAD LAKE CITY GA 30260-38
OK Full Service 4416832 LAWRENCEVILLE BRANCH 2100 RIVERSIDE PARKWAY LAWRENCEVILLE GA 30043-59
OK Full Service 4416841 LILBURN FIVE FORKS BRANCH 3050 FIVE FORKS TRICKUM ROAD SW LILBURN GA 30047-18
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
bullNi ---
Full_Service
Fu11secterv1ce
Fu__Service
OK 0 LILBURN-HIGHWAY 29 BRANCH
OK 8 LITHONIA - WALMART BRANCH
OK 9 LITHONIA BRANCH
OK 441688
OK 441689 6 MABLETON FLOYD BRANCH
CHANGE 441690 8 MARIETTA-WHITLOCK BRANCH
OK 441691 7 MCDONOUGH BRANCH
OK
OK 4416663 SANDY SPRINGS BRANCH
OK
OK STOCKBRIDGE WALMART BRANCH
OK STONE MOUNTAIN BRANCH
OK TUCKER LAVISTA BRANCH
OK TUCKER LAWRENCEVILLE BRANCH
Full Service
Full Service
Full Service CHICAGO ASHLAND AVENUE BRANCH
OK
OK Full Service
OK Full Service 4417062 COUNTRY CLUB HILLS BRANCH
OK Full Service
OK Full Service
Full Service 4417080
MELROSE PARK BRANCH
LILBURN4155 HIGHWAY 29 441685 GA 30047-15 ---
Full Service 441687 LITHONIA GA 30038-515401 FAIRINGTON ROAD BRANCH
Full Service 441686 GA 30058-48LITHONIA6678 COVINGTON HIGHWAY
Full Service LOGANVILLE GA 30052-497 LOGANVILLE BRANCH 910 ATHENS HIG HWAY
Full Service GA 30126-13MABLETON4875 FLOYD ROAD
Full Service GA 30064-541000 WHITLOCK AVENUE NW MARIETTA
Full Service 301 JONESBORO ROAD MCDONOUGH GA 30253-37
1751 NEWNAN CROSSING BOULEVARD Full Service 4416935 NEWNAN BRANCH EAST NEWNAN GA 30265-15
Full Service GA 30328-59227 SANDY SPRINGS PLACE SANDY SPRINGS
Full Service GA 30281-414479501 STOCKBRIDGE BRANCH 3618 HIGHWAY 138 SOUTHEAST STOCKBRIDGE
Full Service 4416944 GA 30281-501400 HUDSON BRIDGE ROAD STOCKBRIDGE
Full Service 30087-304416953 STON E MOUNTAIN GA1227 ROCKBRIDGE ROAD
Full Service 30084-514416971 GA3959 LAVISTA ROAD TUCKER
Full Service 4357 LAWRENCEVILLE HIGHWAY TUCKER GA 30084-374416980
OK 4416999 UNION CITY BRANCH UNION CITY GA 30291-204550 JONESBORO ROAD
4417026 ALSIP BRANCH ALSIP IL 60803-12 12150 SOUTH PULASKI ROAD
OK
OK
Full Service IL 60609-404417035 DAMEN BRANCH 4620 SOUTH DAMEN AVENUE CHICAGO
60636-394417044 IL7030 SOUTH ASHLAND AVENUE CHICAGO
IL 608044417053 CICERO BRANCH 3039 SOUTH CICERO AVENUE CICERO
OK
OK
OK
OK
COUNTRY CLUB HILLS IL 60478-204005 WEST 167TH STREET
4417192 CREST HILL BRANCH 1701 NORTH LARKIN AVENUE CREST HILL IL 60403-33
4417071 EVANSTON BRANCH 2400 WEST MAIN STREET EVANSTON IL 60202-15
FOREST PARK BRANCH 7520 ROOSEVELT ROAD FOREST PARK IL 60130-30
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Principal Title amp Position with Other Occupation if TUe amp Position with Businesses (Include Percentage of Voting other than with Title amp Position with Holding Subsidiaries Include names of other Securities In Holding Holding Company Company names of subsidiaries) businesses) Company
CEO President Director GFC CEO President - GB NIA Soo
companies (Includes partnerships) If 25 or
Percentage of Voting more of voting securities Securities in are held List names of Subsidiaries Include companies and percentage names of subsidiaries) of voting securities held)
NIA NIA
Bruce Wynn Milwaukee WI US
Director Director GFC Director GB President 03 Wynn Capital Mgmt
NA 100 - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director GFC Director GB NIA NIA NIA NIA
Gerald Levy Glendale WI US
Chairman Chairman and Director GFC Chairman GB NIA 05 NIA NIA
Charles Hill Sr Chicago IL US
Director Director GFC Director GB President NIA Charles M Hill amp Associates
NIA NIA
Peter Grossman Milwaukee WI US
Director Director GFC Director GB NIA NA NIA NIA
Cede amp Co Investment Firm Shareholder Investment Firm NIA NA NIA New York NY US
Guaranty Financial MHC NIA NIA NIA NIA 52 NIA NIA Glendale WI US
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
FR Y-6 Cover Page
For Use By Tiered Holding Companies
Report Item 1 Annual Report to Shareholders
Report Item 2a Organization Chart
Report Item 2b Domestic Branch Listing
Report Item 3 Securities Holders
Report Item 4 Insiders
during
(2) (3)(b)
Current Securities Holders with ownershlp1 control or holdings of 5 or more with power to vote as of fiscal year ending 9-30-2014
Securities Holders not listed In 3(1 )(a) through (3)(1)(c) that had ownership control or holdings of 5 or more with power to vote the fiscal year ending 9-30-2014
(1 )(a) (1)(b) (1)(c)
Name amp Address (Clty1 State1 Country)
Country of Ctlzenshlp or tncorporatlon
Number and Percentage of Each Class of Voting Securities
(2)(a) (2)(b) (2)(c)
Number and Percentage of Name amp Address (City Country of Cltlzenshlp Each Class of Voting State Country) or Incorporation Securities
Cede amp Co New York NY US
us 684732 - 37 Common NIA us
Doug Levy Fox Point WI US
us 1DD18D - 5 Common NIA us
Guaranty Financial MHC - NIA Glendale WI US
us 52 - Common NIA us
(1 ) (3)(a) (3)(c) (4)(a) (4)(b) (4)(c)
List names of other companies (Includes partnerships) if 25 or
Names amp Address (City State Country)
Principal Occupation If other than with Title amp Position with Holding Holding Company Company
Title amp Position with Subsidiaries (Include names of subsidiaries)
Title amp Position with Other Businesses (Include names of other businesses)
Percentage of Voting Securities In Holding Company
Percentage of Voting Securities In Subsidiaries (include names of subsidiaries)
more of voting securities are held List names of companies and percentage of voting securities held)
Gerald Levy Glendale WI US Chairman Chairman and Director MHC Chairman GFC NIA NIA D5 GFC NIA
Doug Levy Fox Point WI US
CEO President Director MHC Director GFC NIA NIA 5 GFC NIA
Charles Hill Sr Chicago IL US
Director Director MHC Director GFC President Charles M Hill amp Associates
NIA NIA NIA
Bruce Wynn Milwaukee WI US
Director Director MHC Director GFC President Wynn Capital Mgmt
NIA D3 GFC 1 DD - Wynn Capital
Victoria Medvec Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA
Peter Grossman Milwaukee WI US
Director Director MHC Director GFC NIA NIA NIA NIA