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SSNF > SEC Filings for SSNF > Form 10-Q on 14-Nov-2013All Recent SEC Filings

Show all filings for SUNSHINE FINANCIAL INC

Form 10-Q for SUNSHINE FINANCIAL INC


14-Nov-2013

Quarterly Report


Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations

Forward-Looking Statements

When used in this report and in future filings by Sunshine Financial with the U.S. Securities and Exchange Commission ("SEC"), in Sunshine Financial's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases, "anticipate," "believes," "expects," "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projected," or similar expressions are intended to identify forward-looking statements." These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;

statements regarding our business plans, prospects, growth and operating strategies;

statements regarding the asset quality of our loan and investment portfolios; and

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;

changes in general economic conditions, either nationally or in our market area;

changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources;

fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market area;

results of examinations of us by the Office of the Comptroller of the Currency ("OCC") or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;

legislative or regulatory changes that adversely affect our business including the effect of the Dodd-Frank Act, changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules, including as a result of Basel III;

our ability to attract and retain deposits;

increases in premiums for deposit insurance;

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

our ability to control operating costs and expenses;

the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;

difficulties in reducing risks associated with the loans on our balance sheet;

staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;

computer systems on which we depend could fail or experience a security breach;

our ability to retain key members of our senior management team;

costs and effects of litigation, including settlements and judgments;

our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

increased competitive pressures among financial services companies;

changes in consumer spending, borrowing and savings habits;

the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;

our ability to pay dividends on our common stock;

adverse changes in the securities markets;

inability of key third-party providers to perform their obligations to us;

changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods including relating to fair value accounting and loan loss reserve requirements; and

other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described elsewhere in this report and our reports filed with the SEC.

Forward-looking statements are based upon management's beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

General

Sunshine Financial is the holding company for its wholly owned subsidiary, Sunshine Savings Bank. Sunshine Savings Bank was originally chartered as a credit union in 1952 as Sunshine State Credit Union to serve state government employees in the metropolitan Tallahassee area. On July 1, 2007, we converted from a state-chartered credit union known as Sunshine State Credit Union to a federal mutual savings bank known as Sunshine Savings Bank, and in 2009 reorganized into the non-stock mutual holding company structure. On April 5, 2011, Sunshine Financial completed a public offering as part of the Sunshine Saving Bank's conversion and reorganization from a non-stock mutual holding company to a fully public stock holding company structure. References to we, us and our throughout this document refer to Sunshine Financial and Sunshine Savings Bank, as the context requires.

We currently operate out of four full-service branch offices serving the Tallahassee, Florida metropolitan area. Our principal business consists of attracting retail deposits from the general public and investing those funds in loans secured by first and second mortgages on one- to four-family residences, commercial real estate, home equity loans and lines of credit, lot loans, and direct automobile, credit card and other consumer loans.

On September 26, 2013 the Bank purchased the buildings, real estate, fixtures and equipment of two former bank branch offices in Tallahassee, Florida, from Centennial Bank for an aggregate purchase price of $2.1 million. The properties have been acquired as future branch locations of the Bank. One of the properties is located in the rapidly growing section of Southwood, which is anchored by various agencies of the State of Florida Government. The second property is situated directly across from Tallahassee Community College and the Lively Technical Institute. This property is also in the same market area as the Leon County School Board, the Leon County Sheriff's Department as well as the Leon County and City of Tallahassee Maintenance Departments. Presently, Sunshine Savings Bank has no banking facilities convenient to either of these two strategically important areas of Western and Southeast Tallahassee. Management believes that both facilities are located in high traffic growth areas strategically important to the future growth and profitability of the Bank.

The Bank anticipates opening branches at these locations within the next few years. In the meantime, management has estimated that this acquisition will increase the Bank's expenses by approximately $10,000 per month, which has been more than offset through an internal reorganization.

We offer a variety of deposit accounts, which are our primary source of funding for our lending activities.

Our operations are significantly affected by prevailing economic conditions as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing time deposits, other investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles. Sources of funds for lending activities include primarily deposits, borrowings, payments on loans and income provided from operations.

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Changes in levels of interest rates affect our net interest income. A secondary source of income is noninterest income, which includes revenue we receive from providing products and services and gain on loan sales. Our noninterest expense has typically exceeded our net interest income and we have relied primarily upon noninterest income to supplement our net interest income and to achieve earnings.

Our noninterest expenses consist primarily of salaries and employee benefits, general and administrative, occupancy and equipment, data processing services, professional services, marketing expenses and expenses related to foreclosed real estate. Salaries and benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits. Occupancy and equipment expenses, which are the fixed and variable costs of building and equipment, consist primarily of lease payments, taxes, depreciation charges, maintenance and costs of utilities.

Critical Accounting Policies

Certain of our accounting policies are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers. Management believes that its critical accounting policies include, determining the allowance for loan losses, valuation of foreclosed real estate and accounting for deferred income taxes.

Foreclosed Real Estate. Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less costs to sell at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the new cost basis or fair value less costs to sell. Revenue and expenses from operations are included in the condensed consolidated statements of operations.

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operations. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. There were no changes in the Bank's accounting policies or methodology during the periods ended September 30, 2013 or 2012.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

The allowance consists of specific and general components. The specific component relates to loans that are classified as impaired. For such loans, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers all other loans and is based on historical loss experience adjusted for qualitative factors.

The historical loss component of the allowance is determined by losses recognized by portfolio segment over the preceding two years. This is supplemented by the risks for each portfolio segment. Risk factors impacting loans in each of the portfolio segments include changes in lending policies and procedures, economic conditions, volume and nature of loans, lending management experience, volume of troubled loans, quality of loan review system, value of collateral-dependent loans, credit concentrations and competition and regulatory change. The historical experience is adjusted for qualitative factors such as economic conditions and other trends or uncertainties that could affect management's estimate of probable losses.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Deferred Tax Assets. Income taxes are reflected in our financial statements to show the tax effects of the operations and transactions reported in the financial statements and consist of taxes currently payable plus deferred taxes. Accounting principles generally accepted in the United States of America require the asset and liability approach for financial accounting and reporting for deferred income taxes. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of assets and liabilities. They are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled and are determined using the assets and liability method of accounting. The deferred income provision represents the difference between net deferred tax asset/liability at the beginning and end of the reported period. In formulating our deferred tax asset, we are required to estimate our income and taxes in the jurisdiction in which we operate. This process involves estimating our actual current tax exposure for the reported period together with assessing temporary differences resulting from differing treatment of items, such as depreciation and the provision for loan losses, for tax and financial reporting purposes. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. The realization of deferred tax assets is dependent on results of future operations. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

Comparison of Financial Condition at September 30, 2013 and December 31, 2012

General. Total assets increased $2.5 million, or 1.7%, to $149.9 million at September 30, 2013 from $147.4 million at December 31, 2012. The increase in total assets was due primarily to increases in securities held to maturity, premises and equipment, and interest-bearing deposits with banks, partially offset by decreases in loans and foreclosed real estate. Our securities held to maturity increased $2.9 million, premises and equipment increased $1.8 million, interest-bearing deposits with banks increased $2.3 million, loans decreased $2.2 million and foreclosed real estate decreased $1.3 million since December 31, 2012. Premises and equipment increased as a result of the purchase of the two former bank branches discussed above and securities held to maturity increased due to purchases because of low loan demand. The net increase was funded by a $2.1 million increase in deposits, primarily savings deposit accounts.

Loans. Our net loan portfolio decreased $2.2 million, to $93.1 million at September 30, 2013 from $95.3 million at December 31, 2012. Commercial real estate mortgage loans increased $6.6 million, and commercial unsecured loans increased $0.1 million, while other real estate mortgage loans decreased $9.8 million and consumer loans decreased $0.7 million. We originate and sell one- to four-family real estate mortgage loans to Freddie Mac to generate additional income. For the nine-months ended September 30, 2013, we originated $7.8 million of one- to four-family mortgage loans for sale, and realized proceeds from sales of $8.0 million were sold to Freddie Mac. A gain on sale of $401,000 included recording a $278,000 loan servicing asset.

Allowance for Loan Losses. Our allowance for loan losses at September 30, 2013 was $1.4 million, or 1.49% of loans receivable, compared to $1.5 million, or 1.56% of loans receivable, at December 31, 2012. Nonperforming loans decreased to $1.6 million at September 30, 2013 from $2.3 million at December 31, 2012 due primarily to a $744,000 decline in nonperforming single family mortgage loans primarily due to improving economic conditions in our market area and our continued focus on credit administration. Nonperforming loans to total loans decreased to 1.67% at September 30, 2013 from 2.35% at December 31, 2012 due to the decrease in the nonperforming loans. Loans on nonaccrual which were less than ninety days past due totaled $331,000 at September 30, 2013 compared to $323,000 million at December 31, 2012.

Deposits. Total deposits increased $2.1 million, or 1.7%, to $123.8 million at September 30, 2013 from $121.7 million at December 31, 2012. This increase was due primarily to increases in savings accounts, money-market deposits, and noninterest bearing, partially offset by decreases in time deposits.

Equity. Total stockholders' equity increased $101,000 to $25.0 million at September 30, 2013. This increase was due to net income of $401,000, stock-based compensation of $58,000, ESOP compensation expense of $42,000, offset by $400,000 in stock buy-backs for the nine-months ended September 30, 2013.

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

Results of Operations

The following tables set forth, for the periods indicated, information regarding
(i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) interest-rate spread; and (v) net interest margin. Income and yields on tax-exempt obligations have not been computed on a tax equivalent basis. All average balances are daily average balances. Nonaccruing loans have been included in the table as loans carrying a zero yield for the period they have been on non-accrual.

                                                   Three Months Ended September 30,
                                           2013                                        2012
                                        Interest        Average                      Interest       Average
                          Average          and           Yield/        Average         and           Yield/
                          Balance       Dividends         Rate         Balance       Dividend         Rate
Interest-earning
assets:
  Loans receivable (1)   $  94,455     $     1,311           5.55 %   $  93,452     $    1,392           5.96 %
  Investments held to
maturity                    18,022              95           2.11        11,237             66           2.35
  Other
interest-earning
assets (2)                  23,127              14           0.24        27,217             16           0.24

    Total
interest-earning
assets                     135,604           1,420           4.19       131,906          1,474           4.47

Noninterest-earning
assets                      11,845                                       11,649

    Total assets         $ 147,449                                    $ 143,555

Interest-bearing
liabilities:
  MMDA and statement
savings                     69,679              61           0.35        65,277             70           0.43
  Time deposits             30,359              39           0.51        32,841             58           0.71

    Total
interest-bearing
liabilities                100,038             100           0.40        98,118            128           0.52

Noninterest-bearing
liabilities                 22,144                                       20,665
Equity                      25,267                                       24,772

    Total liabilities
and equity               $ 147,449                                    $ 143,555

Net interest income                    $     1,320                                  $    1,346

Net interest rate
spread (3)                                                   3.79 %                                      3.95 %

Net interest margin
(4)                                                          3.89 %                                      4.08 %

Ratio of average
interest-earning
assets
  to average
interest-bearing
liabilities                   1.36 x                                       1.34 x

(1) Includes nonaccrual loans.
(2) Other interest-earnings assets including federal funds sold, Federal Home Loan Bank stock and interest-bearing deposits.
(3) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average interest-earning assets (annualized).

                   SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES


                                                   Nine-Months Ended September 30,
                                           2013                                        2012
                                        Interest        Average                      Interest       Average
                          Average          and           Yield/        Average         and           Yield/
                          Balance       Dividends         Rate         Balance       Dividend         Rate
Interest-earning
assets:
  Loans receivable (1)   $  94,280     $     4,008           5.67 %   $  96,938     $    4,256           5.85 %
  Investments held to
maturity                    15,865             252           2.12         9,747            180           2.46
  Other
interest-earning
assets (2)                  25,476              48           0.25        26,033             46           0.24

    Total
interest-earning
assets                     135,621           4,308           4.24       132,718          4,482           4.50

Noninterest-earning
assets                      11,090                                       10,668

    Total assets         $ 146,711                                    $ 143,386

Interest-bearing
liabilities:
  MMDA and statement
savings                     68,621             184           0.36        64,000            250           0.52
  Time deposits             30,624             125           0.54        33,982            189           0.74

    Total
interest-bearing
liabilities                 99,245             309           0.42        97,982            439           0.64

Noninterest-bearing
liabilities                 22,359                                       20,305
Equity                      25,107                                       25,099

    Total liabilities
and equity               $ 146,711                                    $ 143,386

Net interest income                    $     3,999                                  $    4,043

Net interest rate
spread (3)                                                   3.82 %                                      3.90 %

Net interest margin
(4)                                                          3.93 %                                      4.06 %

Ratio of average
interest-earning
assets
  to average
interest-bearing
liabilities                   1.37 x                                       1.35 x

(1) Includes nonaccrual loans.
(2) Other interest-earnings assets including federal funds sold, Federal Home Loan Bank stock and interest-bearing deposits.
(3) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average interest-earning assets (annualized).

SUNSHINE FINANCIAL, INC. AND SUBSIDIARIES

Comparison of the Three Months Ended September 30, 2013 and 2012

General. Net earnings for the three months ended September 30, 2013 was $46,000 compared to a net loss of $(44,000) for the three months ended September 30, 2012, resulting in an annualized return on average assets of 0.12 % for the three months ended September 30, 2013 and annualized loss of (0.12)% for the three months ended September 30, 2012. The increase in net earnings was due primarily to a decrease in our provision for loan loss, a decrease in our noninterest expense, partially offset by a decrease in noninterest income.

Net Interest Income. Net interest income decreased $26,000, or 1.9%, to $1.3 million for the three months ended September 30, 2013 from $1.3 million for the same period in 2012, primarily due to the decline in the average rate of our loan portfolio, partially offset by our lower cost of deposits. Our interest-rate-spread decreased to 3.79% for the three months ended September 30, 2013 from 3.95% for the same period in 2012, while our net interest margin decreased to 3.89% from 4.08%. The ratio of average interest-earning assets to average interest-bearing liabilities for the three months ended September 30, 2013 increased to 1.36x, from 1.34x for the three months ended September 30, 2012.

Interest Income. Interest income for the three months ended September 30, 2013 . . .

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