|
|
Page
|
|
|
|
|
|
3
|
|
Description
Of Business.
|
3
|
|
Description
of Property.
|
26
|
|
Legal
Proceedings.
|
27
|
|
Submission
of Matters to a Vote of Security Holders.
|
27
|
|
|
|
|
|
27
|
|
Market
for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.
|
27
|
|
Management’s Discussion
and Analysis or Plan of Operation.
|
28
|
|
Financial
Statements.
|
29
|
|
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
30
|
|
Controls
and Procedures.
|
30
|
|
Other
Information.
|
30
|
|
|
|
|
|
30
|
|
Directors,
Executive Officers, Promoters, Control Persons and Corporate
Governance;
Compliance With Section 16(a) of the Exchange Act.
|
30
|
|
Executive
Compensation.
|
30
|
|
Security
Ownership of Certain Beneficial Owners and Management and
Related
Stockholder Matters.
|
30
|
|
Certain
Relationships and Related Transactions and Director
Independence.
|
30
|
|
Exhibits.
|
31
|
|
Principal
Accountant Fees and Services.
|
31
|
|
|
|
|
32
|
|
|
Exhibit
Index |
|
ITEM
1. DESCRIPTION
OF BUSINESS.
Forward-Looking
Statements
This
Annual Report on Form 10-KSB (“Form 10-KSB”) contains
statements that constitute forward-looking statements within the meaning
of the
Private Securities Litigation Reform Act of 1995. These statements appear
in a
number of places in this Form 10-KSB and include statements regarding the
intent, belief, outlook, estimates or expectations of Third Century Bancorp,
its
directors, or its officers primarily with respect to future events and
the
future financial performance of Third Century Bancorp. Readers of this
Form
10-KSB are cautioned that any such forward-looking statements are not guarantees
of future events or performance and involve risks and uncertainties, and
that
actual results may differ materially from those in the forward-looking
statements as a result of various factors. The accompanying information
contained in this Form 10-KSB identifies important factors that could cause
such
differences. These factors include but are not limited to changes in interest
rates; loss of deposits and loan demand to other savings and financial
institutions; substantial changes in financial markets; changes in real
estate
values and the real estate market; regulatory changes; or unanticipated
results
in pending legal proceedings.
General
Third
Century Bancorp (“Third Century” and, together with Mutual
Savings Bank, the “Company” or “we”) was
formed on March 15, 2004, as an Indiana corporation to be the holding company
for Mutual Savings Bank (“Mutual” or the
“Bank”). On June 29, 2004, Third Century acquired the
common stock of Mutual upon the conversion of Mutual from a state mutual
savings
bank to a state stock savings bank.
Mutual
was originally organized in 1890 as the Mutual Building and Loan Association.
In
1994, Mutual became an Indiana savings bank and changed its name to “Mutual
Savings Bank.” Mutual currently conducts its business from five offices in
Johnson County and one office in Marion County, Indiana. Its main office
and two
other offices are in Franklin, it also has offices in Trafalgar and Nineveh
and
opened a new location in Franklin Township, Marion County, in June 2006.
Mutual’s principal business consists of attracting deposits from the general
public, originating long-term, fixed-rate loans secured primarily by first
mortgage liens on one- to four-family real estate and other commercial
and
consumer loans. Its deposit accounts are insured up to applicable limits
by the
Deposit Insurance Fund of the FDIC.
Lending
Activities
Mutual
has historically concentrated its lending activities on the origination
of loans
secured by first mortgage liens for the purchase, construction or refinancing
of
one- to four-family residential real property. One- to four-family residential
mortgage loans continue to be the major focus of its loan origination
activities, representing 48.75% of its total loan portfolio at December 31,
2006. Mutual also offers land, commercial real estate loans, commercial
loans
and consumer loans. Mortgage loans secured by commercial real estate and
land
totaled approximately 22.35% and 6.07%, respectively, of Mutual’s total loan
portfolio at December 31, 2006, while commercial loans totaled
approximately 6.08%, construction loans totaled approximately 6.30%, which
included residential and commercial, and consumer loans totaled approximately
9.02% of its total loans at December 31, 2006. To a limited extent, Mutual
also offers multi-family loans (1.43%).
Under
Indiana law, the total loans and extensions of credit by an Indiana-chartered
savings bank to a borrower outstanding at one time and not fully secured
may not
exceed 15% of the bank’s capital and unimpaired surplus. At December 31,
2006, 15% of Mutual’s capital and unimpaired surplus was $2.4 million. An
additional amount up to 10% of capital and unimpaired surplus may be loaned
to
the same borrower if such loan is fully secured by readily marketable collateral
having a market value, as determined by reliable and continuously available
price quotations, at least equal to the amount of such additional loans
outstanding.
Loan
Portfolio Data. The following table sets forth the composition of
Mutual’s loan portfolio by loan type and security type as of the dates
indicated, including a reconciliation of gross loans receivable after
consideration of the allowance for loan losses and loans in
process.
|
|
At
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
Amount
|
|
|
Percent
of Total
|
|
|
Amount
|
|
|
Percent
of Total
|
|
|
|
|
|
|
(Dollars
in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYPE
OF LOAN
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
Estate Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$ |
6,853
|
|
|
|
6.07 |
% |
|
$ |
2,836
|
|
|
|
2.66 |
% |
One-to
four-family
|
|
|
55,041
|
|
|
|
48.75
|
|
|
|
56,637
|
|
|
|
53.17
|
|
Multi-family
|
|
|
1,620
|
|
|
|
1.43
|
|
|
|
1,691
|
|
|
|
1.59
|
|
Commercial
|
|
|
25,242
|
|
|
|
22.35
|
|
|
|
23,879
|
|
|
|
22.42
|
|
Construction
|
|
|
7,113
|
|
|
|
6.30
|
|
|
|
4,481
|
|
|
|
4.21
|
|
Consumer
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home
Equity
|
|
|
3,898
|
|
|
|
3.45
|
|
|
|
4,175
|
|
|
|
3.92
|
|
Automobiles
|
|
|
3,228
|
|
|
|
2.86
|
|
|
|
3,801
|
|
|
|
3.57
|
|
Lines
of
Credit
|
|
|
2,141
|
|
|
|
1.90
|
|
|
|
2,036
|
|
|
|
1.91
|
|
Other
|
|
|
910
|
|
|
|
0.81
|
|
|
|
752
|
|
|
|
0.71
|
|
Commercial
Loans
|
|
|
6,865
|
|
|
|
6.08
|
|
|
|
6,232
|
|
|
|
5.84
|
|
Gross
Loans
Receivable
|
|
$ |
112,911
|
|
|
|
100.00 |
% |
|
$ |
106,520
|
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYPE
OF SECURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$ |
6,853
|
|
|
|
6.07 |
% |
|
$ |
2,836
|
|
|
|
2.66 |
% |
One-to
four-family
|
|
|
55,041
|
|
|
|
48.75
|
|
|
|
56,637
|
|
|
|
53.17
|
|
Multi-family
|
|
|
1,620
|
|
|
|
1.43
|
|
|
|
1,691
|
|
|
|
1.59
|
|
Commercial
Real
Estate
|
|
|
25,242
|
|
|
|
22.35
|
|
|
|
23,879
|
|
|
|
22.42
|
|
Automobiles
|
|
|
3,228
|
|
|
|
2.86
|
|
|
|
3,801
|
|
|
|
3.57
|
|
Other
Security
|
|
|
18,422
|
|
|
|
16.32
|
|
|
|
15,584
|
|
|
|
14.63
|
|
Unsecured
|
|
|
2,505
|
|
|
|
2.22
|
|
|
|
2,093
|
|
|
|
1.96
|
|
Gross
Loans
Receivable
|
|
$ |
112,911
|
|
|
|
100.00 |
% |
|
$ |
106,520
|
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEDUCT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Loan
Fees
|
|
|
37
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
Allowance
for Loan Losses
|
|
|
936
|
|
|
|
|
|
|
|
926
|
|
|
|
|
|
Net
Loans
Receivable
|
|
$ |
111,938
|
|
|
|
|
|
|
$ |
105,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MORTGAGE
LOANS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable-Rate
|
|
$ |
52,116
|
|
|
|
|
|
|
$ |
39,767
|
|
|
|
|
|
Fixed-Rate
|
|
|
36,640
|
|
|
|
|
|
|
|
45,276
|
|
|
|
|
|
Total
|
|
$ |
88,756
|
|
|
|
|
|
|
$ |
85,043
|
|
|
|
|
|
The
following table sets forth certain information at December 31, 2006,
regarding the dollar amount of loans maturing in Mutual’s loan portfolio based
on the contractual terms to maturity. Demand loans having no stated schedule
of
repayments and no stated maturity and overdrafts are reported as
due
in
one
year or less. This schedule does not reflect the effects of possible prepayments
or enforcement of due-on-sale clauses. Management expects prepayments will
cause
actual maturities to be shorter.
|
|
|
|
|
Due
During Years Ended December 31,
|
|
|
|
Balance
Outstanding
at
December
31,
2006
|
|
|
2007
|
|
|
2008
to
2009
|
|
|
2010
to
2011
|
|
|
2012
to
2016
|
|
|
2017
to
2026
|
|
|
2027
and
Following
|
|
|
|
(In
Thousands)
|
|
Real
Estate Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$ |
6,853
|
|
|
$ |
1,978
|
|
|
$ |
272
|
|
|
$ |
44
|
|
|
$ |
226
|
|
|
$ |
4,158
|
|
|
$ |
175
|
|
One-
to
four-family
|
|
|
55,041
|
|
|
|
2,731
|
|
|
|
646
|
|
|
|
700
|
|
|
|
6,910
|
|
|
|
18,768
|
|
|
|
25,286
|
|
Multi-family
|
|
|
1,620
|
|
|
|
273
|
|
|
|
848
|
|
|
|
-
|
|
|
|
57
|
|
|
|
442
|
|
|
|
-
|
|
Commercial
|
|
|
25,242
|
|
|
|
3,024
|
|
|
|
930
|
|
|
|
121
|
|
|
|
2,420
|
|
|
|
14,741
|
|
|
|
4,006
|
|
Construction
|
|
|
7,113
|
|
|
|
6,250
|
|
|
|
863
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home
Equity
|
|
|
3,898
|
|
|
|
131
|
|
|
|
238
|
|
|
|
180
|
|
|
|
2,793
|
|
|
|
556
|
|
|
|
-
|
|
Automobiles
|
|
|
3,228
|
|
|
|
87
|
|
|
|
1,358
|
|
|
|
1,465
|
|
|
|
318
|
|
|
|
-
|
|
|
|
-
|
|
Lines
of
Credit
|
|
|
2,141
|
|
|
|
2,141
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other
|
|
|
910
|
|
|
|
401
|
|
|
|
184
|
|
|
|
295
|
|
|
|
30
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
Loans
|
|
|
6,865
|
|
|
|
1,106
|
|
|
|
1,527
|
|
|
|
2,622
|
|
|
|
1,146
|
|
|
|
464
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
112,911
|
|
|
$ |
18,122
|
|
|
$ |
6,866
|
|
|
$ |
5,427
|
|
|
$ |
13,900
|
|
|
$ |
39,129
|
|
|
$ |
29,467
|
|
The
following table sets forth as of December 31, 2006 the dollar amount of
all
loans due after one year that have fixed interest rates or adjustable
rates.
|
|
Due
After December 31, 2007
|
|
|
|
Fixed
Rates
|
Variable
Rates
|
Total
|
|
|
|
(In
Thousands)
|
|
Real
Estate Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
Land
|
|
$ |
628
|
|
|
$ |
4,247
|
|
|
$ |
4,875
|
|
One-
to
four-family
|
|
|
32,503
|
|
|
|
19,807
|
|
|
|
52,310
|
|
Multi-family
|
|
|
239
|
|
|
|
1,108
|
|
|
|
1,347
|
|
Commercial
|
|
|
1,318
|
|
|
|
20,900
|
|
|
|
22,218
|
|
Construction
|
|
|
-
|
|
|
|
863
|
|
|
|
863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Home
Equity
|
|
|
-
|
|
|
|
3,767
|
|
|
|
3,767
|
|
Automobiles
|
|
|
3,141
|
|
|
|
-
|
|
|
|
3,141
|
|
Lines
of Credit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other
|
|
|
509
|
|
|
|
-
|
|
|
|
509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
Loans
|
|
|
3,210
|
|
|
|
2,549
|
|
|
|
5,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
41,548
|
|
|
$ |
53,241
|
|
|
$ |
94,789
|
|
One-
to Four-Family Residential Loans. Mutual’s primary lending
activity consists of the origination of one- to four-family residential
mortgage
loans secured by property located in its primary market area. Mutual generally
does not originate one- to four-family residential mortgage loans if the
ratio
of the loan amount to the lesser of the current cost or appraised value
of the
property exceeds 95%. Mutual generally requires private mortgage insurance
on
loans with a loan-to-value ratio in excess of
80%.
The
cost of such insurance is factored into the annual percentage rate on such
loans. All properties also have title and, to the extent applicable, flood
insurance.
Mutual
also offers second mortgages on one- to four-family residential properties
at a
fixed rate. Second mortgages are generally written for up to 80% of the
available equity (the appraised value of the property less any first mortgage
amount).
Mutual’s
current underwriting criteria for one- to four-family residential loans
focus on
the collateral securing the loan, income, debt-to-income ratio, stability
of
earnings and credit history of a potential borrower, in making credit decisions.
Mutual also has incorporated uniform underwriting criteria based on Freddie
Mac
lending criteria, recognizing that the sale of mortgage loans has become
an
important tool in liquidity and interest rate risk management. In
2005, we partnered with a larger financial institution which enabled us
to offer
products and pricing to individuals seeking non-conventional loans (more
than
80% financing) and first-time home buyers. These loans comply with
the underwriting standards required by the other financial institution,
which
wholly owns the loan at closing. Mutual originates fixed-rate loans
which provide for the payment of principal and interest over a period of
up to
30 years.
In
addition, Mutual offers loans that are fixed for the first one, three,
five or
seven years and then have an adjustable rate for subsequent years. The
adjustable-rate mortgage loans that it originates provide for a maximum
interest
rate adjustment of 2% over a one-year period and a maximum adjustment of
5% over
the life of the loan. Mutual’s residential adjustable-rate mortgages are
amortized for terms up to 30 years. Although Mutual would generally prefer
to
originate mortgage loans that have adjustable rather than fixed interest
rates,
the current low-interest rate environment has reduced borrower demand for
adjustable-rate mortgage loans. Mutual also offers fixed-rate second
mortgages.
All
of
the fixed-rate loans that Mutual originates for sale are written to Freddie
Mac
standards or to the standards required by the financial institution with
whom we
have a contract to sell loans. Mutual generally sells any
owner-occupied mortgages that are for terms of more than 12 years. It retains
the servicing rights on the loans that it sells to Freddie Mac.
Adjustable-rate
mortgage loans decrease the risk associated with changes in interest rates
by
periodically re-pricing, but involve other risks because, as interest rates
increase, the underlying payments by the borrower also increase, thus increasing
the potential for default by the borrower. At the same time, the marketability
of the underlying collateral may be adversely affected by higher interest
rates.
Upward adjustment of the contractual interest rate is also limited by the
maximum periodic and lifetime interest rate adjustment permitted by the
loan
documents, and, therefore, is potentially limited in effectiveness during
periods of rapidly rising interest rates. Mutual retains all adjustable-rate
mortgage loans that it originates and, at December 31, 2006, approximately
34.87% of its one- to four-family residential loans had adjustable rates
of
interest.
All
of
the one- to four-family residential mortgage loans that Mutual originates
include “due-on-sale” clauses, which give it the right to declare a loan
immediately due and payable in the event that, among other things, the
borrower
sells or otherwise disposes of the real property subject to the mortgage
and the
loan is not repaid. However, Mutual occasionally permits assumptions of
existing
residential mortgage loans on a case-by-case basis.
At
December 31, 2006, approximately $55.0 million, or 48.75% of Mutual’s
portfolio of loans, consisted of one- to four-family residential loans.
Approximately $105,000, or 0.19% of total one- to four-family residential
loans,
was included in non-performing loans as of that date.
Commercial
Real Estate Loans. Our commercial real estate loans at
December 31, 2006, were secured by churches, office buildings and other
commercial properties ($25.2 million), and apartments consisting of five
or more
units ($1.6 million). Mutual typically originates commercial real estate
loans
with
terms no greater than 20 years. Mutual generally requires a loan-to-value
ratio
of no more than 80% on commercial real estate loans. Mutual originates
both
fixed-rate and adjustable-rate commercial loans.
Commercial
real estate loans generally are larger than one- to four-family residential
loans and involve a greater degree of risk. Commercial real estate loans
often
involve large loan balances to single borrowers or groups of related borrowers.
Payments on these loans depend to a large degree on results of operations
and
management of the properties and may be affected to a greater extent by
adverse
conditions in the real estate market or the economy in general. Accordingly,
the
nature of the loans makes them more difficult for management to monitor
and
evaluate. In addition, balloon loans may involve a greater degree of risk
to the
extent the borrower is unable to obtain financing or cannot repay the loan
when
the loan matures or a balloon payment is due.
At
December 31, 2006, approximately $25.2 million, or 22.35% of Mutual’s total
loan portfolio, consisted of commercial real estate loans. On the same
date, no
commercial real estate loans were included in non-performing
assets.
At
December 31, 2006, approximately $1.6 million, or 1.43% of Mutual’s total
loan portfolio, consisted of mortgage loans secured by multi-family dwellings.
Multi-family residential real estate loans generally are secured by multi-family
rental properties, such as walk-up apartments. On the same date, no multi-family
loans were included in non-performing loans.
Multi-family
loans, like commercial real estate loans, involve greater risk than do
residential loans and carry larger loan balances. This increased credit
risk is
a result of several factors, including the concentration of principal in
a
limited number of loans and borrowers, the effects of general economic
conditions on income producing properties, and the increased difficulty
of
evaluating and monitoring these types of loans. Furthermore, the repayment
of
loans secured by multi-family real estate typically depends upon the successful
operation of the related real estate property. If the cash flow from the
project
is reduced, the borrower’s ability to repay the loan may be impaired. Also, the
loans-to-one-borrower limitation limits Mutual’s ability to make loans to
developers of apartment complexes and other multi-family units.
Construction
Loans. Mutual offers construction loans to individuals for the
purpose of constructing one- to four-family residences, but only where
the
borrower commits to permanent financing on the finished project with Mutual
or
another qualified lender. During the construction phase, the loan agreement
requires monthly interest payments by the borrower on the amount drawn
on the
loan. When the construction of the residence is completed, the construction
rider terminates and the loan converts into a one- to four-family residential
mortgage loan.
Mutual
also offers construction loans to builders or developers who are on Mutual’s
approved list for the construction of residential properties on a speculative
basis (i.e., before the builder/developer obtains a commitment from a
buyer), or for the construction of commercial or Multi-family properties.
In
such cases, Mutual typically structures the loan as a short-term loan with
a
fixed interest rate, with interest payable quarterly. Construction loans
to
builders or developers typically have a higher interest rate than residential
construction loans to individuals unless Mutual has the long-term commitment
for
financing. Mutual also offers construction loans to businesses and organizations
for the purpose of constructing business-related facilities, including,
but not
limited to, the new construction and remodeling of small office buildings
and
church facilities. At December 31, 2006, approximately $6.3 million or
5.54% of Mutual’s total loan portfolio consisted of residential construction
loans and $863,000 or 0.76% of its total loan portfolio consisted of commercial
construction loans. At December 31, 2006, there were no construction loans
included in non-performing assets.
The
maximum loan-to-value ratio for a construction loan is based upon the nature
of
the construction project. For example, a construction loan to an individual
for
the construction of a one- to four-family residence may be written with
a
maximum loan-to-value ratio of 95%, while a construction loan for a commercial
project may be written with a maximum loan-to-value ratio of 80%. Inspections
generally
are made prior to any disbursement under a construction loan, and Mutual
normally charges a commitment fee for construction loans.
While
providing Mutual with a comparable, and in some cases higher, yield than
conventional mortgage loans, construction loans sometimes involve a higher
level
of risk. For example, if a project is not completed and the borrower defaults,
Mutual may have to hire another contractor to complete the project at a
higher
cost. Also, a project may be completed, but may not be salable, resulting
in the
borrower defaulting and Mutual’s taking title to the project.
Consumer
Loans. Mutual’s consumer loans at December 31, 2006,
consisted primarily of variable- rate home equity loans ($3.9 million
representing 3.45% of our total loan portfolio) and lines of credit ($2.1
million representing 1.90% of our total loan portfolio) and automobile
loans
($3.2 million representing 2.86% of our total loan portfolio). Consumer
loans
tend to have shorter terms and higher yields than permanent residential
mortgage
loans. At December 31, 2006, Mutual’s consumer loans aggregated
approximately $10.2 million, or 9.01%, of its total loan
portfolio. At December 31 2006, two consumer loans for less than
$4,000 were included in non-performing loans.
Home
equity lines of credit are generally written for up to 80% of the appraised
value less any first mortgage amount. Mutual generally will write automobile
loans for up to 100% of the acquisition price for a new automobile and
the lower
of the purchase price or the trade-in value for a used automobile. The
repayment
schedule of loans covering both new and used vehicles is consistent with
the
expected life and normal depreciation of the vehicle.
Consumer
loans may entail greater risk than residential mortgage loans, particularly
in
the case of consumer loans that are unsecured or are secured by rapidly
depreciable assets, such as automobiles. Further, any repossessed collateral
for
a defaulted consumer loan may not provide an adequate source of repayment
of the
outstanding loan balance. In addition, consumer loan collections depend
on the
borrower’s continuing financial stability, and thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application
of
various federal and state laws, including bankruptcy and insolvency laws,
may
limit the amount which can be recovered on such loans.
Commercial
Loans. Mutual offers commercial loans, which consist primarily
of
loans to businesses that are secured by assets other than real estate,
with
examples of such assets being equipment, inventory and receivables. In
some
cases the loans are unsecured. As of December 31, 2006, commercial loans
amounted to $6.9 million, or 6.06%, of Mutual’s total loan portfolio. Commercial
loans tend to bear somewhat greater risk than residential mortgage loans,
depending on the ability of the underlying enterprise to repay the loan.
As of
December 31, 2006, no commercial loans were included in non-performing
loans.
The
following table shows Mutual’s loan origination and repayment activity during
the periods indicated. During the years presented no loans were
purchased.
|
|
Year
Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In
Thousands)
|
|
Loans
Originated:
|
|
|
|
|
|
|
Real
Estate Mortgage
Loans:
|
|
|
|
|
|
|
Land
|
|
$ |
4,670
|
|
|
$ |
723
|
|
One-to
four-family
|
|
|
8,181
|
|
|
|
4,954
|
|
Commercial
|
|
|
7,278
|
|
|
|
10,770
|
|
Construction
|
|
|
7,632
|
|
|
|
8,749
|
|
|
|
|
|
|
|
|
|
|
Consumer
Loans:
|
|
|
|
|
|
|
|
|
Home
Equity and Home
Improvement
|
|
|
268
|
|
|
|
753
|
|
Other
|
|
|
5,646
|
|
|
|
7,748
|
|
Commercial
Loans
|
|
|
7,122
|
|
|
|
11,206
|
|
Total
Originations
|
|
|
40,797
|
|
|
|
44,903
|
|
|
|
|
|
|
|
|
|
|
Reductions:
|
|
|
|
|
|
|
|
|
Principal
Loan
Repayments
|
|
|
34,407
|
|
|
|
38,141
|
|
Transfers
from Loans to Real
Estate Owned
|
|
|
-
|
|
|
|
120
|
|
Total
Reductions
|
|
|
34,407
|
|
|
|
38,261
|
|
|
|
|
|
|
|
|
|
|
Decrease
in Other
Items
|
|
|
9
|
|
|
|
(93 |
) |
|
|
|
|
|
|
|
|
|
Net
Increase
|
|
$ |
6,381
|
|
|
$ |
6,735
|
|
Origination
and Other
Fees. Mutual realizes income from
origination fees, late charges, checking account service charges and fees
for
other miscellaneous services. Late charges are generally assessed if payment
is
not received within a specified number of days after it is due. The grace
period
depends on the individual loan documents.
Non-Performing
and Problem Assets
Mutual
reviews loans on a regular basis and loans are placed on a non-accrual
status
when the loans become contractually past due 90 days or more. Mutual’s policy is
that all earned but uncollected interest on all loans be reviewed monthly
to
determine if any portion thereof should be classified as uncollectible
for any
loan past due less than 90 days. Mutual sends a written notice when loans
are 30
days past due and sends a letter or makes verbal contact when loans are
60 days
past due. Loans that reach 90 days past due are brought before the Asset
Classification Committee. The Asset Classification Committee discusses
all
delinquent loans at its monthly meetings and decides what additional actions
should be taken with respect to each delinquent loan. Management is authorized
to commence foreclosure proceedings for any loan upon making a determination
that it is prudent to do so. All loans for which foreclosure proceedings
have
been commenced are placed on non-accrual status.
Non-performing
assets. At December 31, 2006 $109,000, or 0.08% of
Mutual’s total assets, were non-performing assets (loans delinquent more than
90
days, non-accruing loans and foreclosed assets) compared to $303,000, or
0.24%,
of our total assets at December 31, 2005.
The
table
below sets forth the amounts and categories of our non-performing
assets.
|
|
Year
Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars
in Thousands)
|
|
Non-Performing
Assets:
|
|
|
|
|
|
|
Non-Performing
Loans
|
|
$ |
109
|
|
|
$ |
183
|
|
Foreclosed
Assets
|
|
|
-
|
|
|
|
120
|
|
Total
Non-Performing
Assets
|
|
$ |
109
|
|
|
$ |
303
|
|
Non-Performing
Loans to Total
Loans
|
|
|
0.10 |
% |
|
|
0.28 |
% |
Non-Performing
Assets to Total Assets
|
|
|
0.08 |
% |
|
|
0.24 |
% |
At
December 31, 2006, Mutual held loans delinquent from 30 to 89 days totaling
$3.4 million.
There
was
three loans for $109,000 and five loans totaling $183,000 past due 90 days
or
more and still accruing interest at December 31, 2006 and 2005,
respectively, for which interest was fully reserved. No loans at
December 31, 2006 or 2005 were on non-accrual status.
The
following table reflects the amount of loans in a delinquent status as
of the
dates indicated:
|
|
At
December 31, 2006
|
|
|
At
December 31, 2005
|
|
|
|
30
– 89 Days
|
|
|
90
Days or More
|
|
|
30
– 89 Days
|
|
|
90
Days or More
|
|
|
|
Number
of
Loans
|
|
|
Principal
Balance
of
Loans
|
|
|
Number
of
Loans
|
|
|
Principal
Balance
of
Loans
|
|
|
Number
of
Loans
|
|
|
Principal
Balance
of
Loans
|
|
|
Number
of
Loans
|
|
|
Principal
Balance
of
Loans
|
|
|
|
(Dollars
in Thousands)
|
|
Real
Estate Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to-four
family
|
|
|
11
|
|
|
$ |
1,932
|
|
|
|
1
|
|
|
$ |
105
|
|
|
|
4
|
|
|
$ |
248
|
|
|
|
2
|
|
|
$ |
181
|
|
Multi-family
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1
|
|
|
|
1
|
|
Construction
|
|
|
4
|
|
|
|
766
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
280
|
|
|
|
--
|
|
|
|
--
|
|
Home
Equity and Home Improvement
|
|
|
4
|
|
|
|
55
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
20
|
|
|
|
--
|
|
|
|
--
|
|
Other
Consumer Loans
|
|
|
12
|
|
|
|
411
|
|
|
|
2
|
|
|
|
4
|
|
|
|
11
|
|
|
|
97
|
|
|
|
2
|
|
|
|
1
|
|
Commercial
Loans
|
|
|
6
|
|
|
|
239
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7
|
|
|
|
693
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
37
|
|
|
$ |
3,403
|
|
|
|
3
|
|
|
$ |
109
|
|
|
|
24
|
|
|
$ |
1,338
|
|
|
|
5
|
|
|
$ |
183
|
|
Delinquent
Loans to Total Loans
|
|
|
1.84 |
% |
|
|
3.01 |
% |
|
|
0.15 |
% |
|
|
0.10 |
% |
|
|
1.18 |
% |
|
|
1.26 |
% |
|
|
0.25 |
% |
|
|
0.17 |
% |
Classified
assets. Mutual’s Asset Classification Policy provides for
the classification of loans and other assets such as debt and equity securities
considered to be of lesser quality as “substandard,” “doubtful” or “loss”
assets. An asset is considered “substandard” if it is inadequately protected by
the current net worth and paying capacity of the obligor or of the collateral
pledged, if any. “Substandard” assets include those characterized by the
“distinct possibility” that the institution will sustain “some loss” if the
deficiencies are not corrected. Assets classified as “doubtful” have all of the
weaknesses inherent in those classified “substandard,” with the added
characteristic that the weaknesses present make “collection or liquidation in
full,” on the basis of currently existing facts, conditions, and values, “highly
questionable and improbable.” Assets classified as “loss” are those considered
“uncollectible” and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not
warranted.
An
insured institution is required to establish general allowances for loan
losses
in an amount deemed prudent by management for loans classified substandard
or
doubtful, as well as for other problem loans. General allowances represent
loss
allowances which have been established to recognize the inherent risk associated
with lending activities, but which, unlike specific allowances, have not
been
allocated to particular problem assets. When an insured institution classifies
problem assets as “loss,” it is
required
either to establish a specific allowance for losses equal to 100% of the
amount
of the asset so classified or to charge off such amount.
At
December 31, 2006 and 2005, the aggregate amount of Mutual’s classified
loans, and of its general and specific loss allowances were as
follows:
|
|
Year
Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In
Thousands)
|
|
Substandard
Loans
|
|
$ |
3,649
|
|
|
$ |
1,961
|
|
Doubtful
Loans
|
|
|
-
|
|
|
|
--
|
|
Loss
Loans
|
|
|
1
|
|
|
|
1
|
|
Total
Classified
Loans
|
|
$ |
3,650
|
|
|
$ |
1,962
|
|
|
|
|
|
|
|
|
|
|
General
Loss
Allowance
|
|
$ |
631
|
|
|
$ |
604
|
|
Specific
Loss
Allowance
|
|
|
305
|
|
|
|
322
|
|
Total
Allowances
|
|
$ |
936
|
|
|
$ |
926
|
|
Substandard
loans increased to $3.6 million at December 31, 2006 from $2.0 million
at
December 31, 2005 primarily as a result of management’s decision to classify
$1.4 million in adjustable rate mortgages related to one
borrower. Management decided to classify these loans due to concerns
over the financial performance of the borrower.
Assets
that do not currently expose the insured institution to sufficient risk
to
warrant classification in one of the aforementioned categories but possess
weaknesses are required to be designated “special mention” by management. At
December 31, 2006 and 2005, Mutual classified $993,000 and $532,000,
respectively, of loans as “special mention.” The “special mention”
classification refers to assets that do not currently expose Mutual to
a
significant degree of risk but do possess credit deficiencies or potential
weakness deserving management’s close attention.
Third
Century charges off loans that are identified as losses in the period the
loans
are deemed uncollectible.
Mutual
regularly reviews its loan portfolio to determine whether any loans require
classification in accordance with applicable regulations. Not all of Mutual’s
classified assets constitute non-performing assets.
Allowance
for Loan Losses
The
allowance for loan losses is maintained to absorb losses inherent in the
loan
portfolio. The allowance is based on ongoing, quarterly assessments of
the
probable estimated losses inherent in the loan portfolio. The allowance
is
increased by the provision for loan losses, which is charged against current
period operating results and decreased by the amount of charge-offs, net
of
recoveries. Mutual’s methodology for assessing the appropriateness of the
allowance consists of several key elements, which include the general allowance,
specific allowances for identified problem loans, and the unallocated
allowance.
The
general allowance is calculated by applying loss factors to outstanding
loans
based upon Mutual’s historical loss experience and may be adjusted for
significant factors that, in management’s judgment, affect the collectibility of
the portfolio as of the evaluation date. The general allowance is utilized
to
estimate incurred losses on Mutual’s homogeneous unclassified loan
pools.
Specific
allowances are established in cases where management has identified significant
conditions or circumstances related to a credit that management believes
indicate the probability that a loss has been incurred in excess of the
amount
determined by the application of the formula allowance.
The
loans
that are reviewed for specific allowances are generally those loans internally
classified as substandard, doubtful or loss.
The
unallocated allowance is based upon management’s evaluation of various
conditions, the effects of which are not directly measured in the determination
of the formula and specific allowances. The evaluation of the inherent
loss with
respect to these conditions is subject to a higher degree of uncertainty
because
they are not identified with specific credits. The conditions evaluated
in
connection with the unallocated allowance may include existing general
economic
and business conditions affecting Mutual’s key lending areas, credit quality
trends, collateral values, loan volumes and concentrations, seasoning of
the
loan portfolio, specific industry conditions within portfolio segments,
recent
loss experience in particular segments of the portfolio, duration of the
current
business cycle, bank regulatory examination results, and findings of an
independent third party conducting reviews of the loan portfolio.
Summary
of Loan Loss Experience. The following table analyzes
changes in the allowance for loan losses during the years ended
December 31, 2006 and 2005.
|
|
Year
Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars
in Thousands)
|
|
|
|
|
|
|
|
|
Balance
at Beginning of Period
|
|
$ |
926
|
|
|
$ |
1,012
|
|
Charge-Offs:
|
|
|
|
|
|
|
|
|
One-to
four-family Mortgage
Loans
|
|
|
22
|
|
|
|
15
|
|
Consumer
Loans
|
|
|
16
|
|
|
|
43
|
|
Commercial
Loans
|
|
|
2
|
|
|
|
43
|
|
Total
Charge-Offs
|
|
|
40
|
|
|
|
101
|
|
|
|
|
|
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
One-to
four-family Mortgage
Loans
|
|
|
-
|
|
|
|
---
|
|
Consumer
Loans
|
|
|
5
|
|
|
|
14
|
|
Commercial
Loans
|
|
|
-
|
|
|
|
1
|
|
Total
Recoveries
|
|
|
5
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
Net
Charge-Offs
|
|
|
35
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
Provision
for Losses on Loans
|
|
|
45
|
|
|
|
---
|
|
|
|
|
|
|
|
|
|
|
Balance
End of Period
|
|
$ |
936
|
|
|
$ |
926
|
|
|
|
|
|
|
|
|
|
|
Allowance
for Loan Losses as a Percent of Total Loss Outstanding
|
|
|
0.83 |
% |
|
|
0.87 |
% |
|
|
|
|
|
|
|
|
|
Ratio
of Net Charge-Offs during year to Average Loans
Outstanding
|
|
|
0.03 |
% |
|
|
0.08 |
% |
Allocation
of Allowance for Loan Losses. The following table presents an
analysis of the allocation of Mutual’s allowance for loan losses at the dates
indicated.
|
|
At
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
Amount
|
|
|
Percent
of
Loans
in
Each
Category
to
Total
Loans
|
|
|
Amount
|
|
|
Percent
of
Loans
in
Each
Category
to
Total
Loans
|
|
|
|
|
|
|
(Dollars
in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at End of Period Applicable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$ |
--
|
|
|
|
6.07 |
% |
|
$ |
--
|
|
|
|
1.30 |
% |
Real
Estate Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-
to
Four-Family
|
|
|
300
|
|
|
|
48.75
|
|
|
|
127
|
|
|
|
51.53
|
|
Commercial
and
Multi-family
|
|
|
342
|
|
|
|
23.78
|
|
|
|
202
|
|
|
|
19.64
|
|
Construction
Loans
|
|
|
25
|
|
|
|
6.30
|
|
|
|
21
|
|
|
|
4.21
|
|
Home
Equity and Home
Improvements
|
|
|
9
|
|
|
|
3.45
|
|
|
|
1
|
|
|
|
3.92
|
|
Other
Consumer
Loans
|
|
|
141
|
|
|
|
5.57
|
|
|
|
151
|
|
|
|
6.19
|
|
Commercial
Loans
|
|
|
103
|
|
|
|
6.08
|
|
|
|
391
|
|
|
|
13.21
|
|
Unallocated
|
|
|
16
|
|
|
|
--
|
|
|
|
33
|
|
|
|
--
|
|
Total
|
|
$ |
936
|
|
|
|
100.00 |
% |
|
$ |
926
|
|
|
|
100.00 |
% |
Other
Sources of Revenue
Trust
Services. Mutual’s Trust Department provides agency services,
trust services, guardianships and estate services to individuals and families.
The Trust Department establishes and manages trusts, administers estates,
establishes power of attorney arrangements and offers individual retirement
accounts in addition to other products and services. As of December 31,
2006, the Trust Department had 200 accounts representing $7.1 million,
including
funeral trusts. For the year ended December 31, 2006, revenues generated by
the Trust Department totaled $82,000.
Credit
Card Underwriting. Mutual also issues Mutual Savings Bank Credit
Cards, which are personal unsecured lines of credit in amounts from $2,500
to
$50,000. The annual percentage rate is 9.90%, which is recognized as loan
interest income. There is no annual fee. The Bank recognized
interchange income of $76,000 as of December 31, 2006 and as of December
31,
2005.
Other
Fees. Mutual also realizes income from checking account service
charges, safe deposit fees and fees for other miscellaneous
services.
Investments
and Federal Home Loan Bank Stock
Mutual’s
investment policy is designed primarily to maximize the yield on the investment
portfolio subject to minimal liquidity risk, default risk, interest rate
risk,
and prudent asset/liability management. Mutual has retained an investment
advisor registered with the Securities and Exchange Commission to provide
it
with investment and financial advice including recommendations regarding
risk
strategies and risk assessment, investment purchases and sales, and dealer
selection.
Mutual’s
investment portfolio consists of U.S. government agency securities, state
revenue bonds, mortgage backed securities, corporate obligations and Federal
Home Loan Bank stock. At December 31, 2006 approximately $6.5 million or
4.84% of its total assets, consisted of such investments.
All
of
Mutual’s securities, except for Federal Home Loan Bank stock, were classified
as
held to maturity at December 31, 2006.
The
following table sets forth the carrying value and market value of Mutual’s
investments at the dates indicated.
|
|
At
December 31,
|
|
|
|
2006
|
2005 |
|
|
|
Amortized
Cost
|
|
|
Fair
Value
|
|
|
Amortized
Cost
|
|
|
Fair
Value
|
|
|
|
|
|
|
(In
Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
to
Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency
and Treasury
Securities
|
|
$ |
2,383
|
|
|
$ |
2,380
|
|
|
$ |
5,289
|
|
|
$ |
5,256
|
|
State
and
Municipal
|
|
|
400
|
|
|
|
392
|
|
|
|
400
|
|
|
|
394
|
|
Mortgage
Backed
Securities
|
|
|
2,001
|
|
|
|
1,969
|
|
|
|
2,580
|
|
|
|
2,538
|
|
Corporate
Obligations
|
|
|
425
|
|
|
|
418
|
|
|
|
941
|
|
|
|
936
|
|
FHLB
Stock
(1)
|
|
|
1,255
|
|
|
|
1,255
|
|
|
|
1,041
|
|
|
|
1,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investment
Securities
|
|
$ |
6,464
|
|
|
$ |
6,414
|
|
|
$ |
10,251
|
|
|
$ |
10,165
|
|
_____________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Market value is based on the price at which the stock
may be resold to the
FHLB of Indianapolis.
|
|
At
December 31, 2006, investment securities, excluding Federal Home Loan Bank
stock, which has no stated maturity, and mortgaged backed securities, will
mature as follows: $2.0 million by December 31, 2007, $815,000 by
December 31, 2008 and $400,000 by December 31, 2010. At December 31, 2006,
the weighted average yield on agency securities and FHLB stock was 4.14%
and
4.73%, respectively.
Sources
of Funds
General.
Deposits have traditionally been Mutual’s primary source of funds for use in
lending and investment activities. In addition to deposits, Mutual derives
funds
from scheduled loan payments, loan prepayments, retained earnings and income
on
earning assets. While scheduled loan payments and income on earning assets
are
relatively stable sources of funds, deposit inflows and outflows can vary
widely
and are influenced by prevailing interest rates, market conditions and
levels of
competition. Mutual can use borrowings from the Federal Home Loan Bank
of
Indianapolis in the short-term to compensate for reductions in deposits
or
deposit inflows at less than projected levels. Mutual occasionally borrows
on a
longer-term basis, for example to assist in asset/liability
management.
Deposits.
Mutual attracts deposits primarily from within Johnson County through the
offering of a broad selection of deposit instruments including fixed-rate
certificates of deposit, NOW and other transaction accounts, and savings
accounts. Mutual solicits or advertises for deposits in Franklin Township
of
Marion County and in Johnson County. The majority of its depositors are
residents of Johnson County. Deposit account terms vary, with the principal
differences being the minimum balance required, the amount of time the
funds
remain on deposit and the interest rate. Mutual does not pay a fee for
any
deposits it receives.
Mutual
establishes the interest rates paid, maturity terms, service fees and withdrawal
penalties on a periodic basis. Determination of rates and terms are predicated
on funds acquisition and liquidity requirements, rates paid by competitors,
growth goals, and applicable regulations. Mutual relies, in part, on customer
service and long-standing relationships with customers to attract and retain
its
deposits. Mutual also closely prices its deposits in relation to rates
offered
by its competitors.
The
flow
of deposits is influenced significantly by general economic conditions,
changes
in money market and prevailing interest rates and competition. The variety
of
deposit accounts Mutual offers has allowed it to be competitive in obtaining
funds and to respond with flexibility to changes in consumer demand. Mutual
has
become more susceptible to short-term fluctuations in deposit flows as
customers
have become more interest rate sensitive. Mutual manages the pricing of
its
deposits in keeping with its asset/liability management and profitability
objectives. Based on its experience, Mutual’s management believes that Mutual’s
passbook, NOW, money market savings and non-interest-bearing checking accounts
are relatively stable sources of deposits. However, Mutual’s ability to attract
and maintain certificates of deposit, and the rates paid on these deposits,
has
been and will continue to be significantly affected by market
conditions.
An
analysis of Mutual’s deposit accounts by type, maturity, and rate at
December 31, 2006, is as follows:
Type
of Account
|
Balance
at
December
31, 2006
|
%
of Deposits
|
Weighted
Average
Rate
|
|
|
(Dollars
in Thousands)
|
|
Withdrawable:
|
|
|
|
|
|
|
|
|
|
Non-Interest
Bearing
Demand
|
|
$ |
9,590
|
|
|
|
10.83 |
% |
|
|
0.00 |
% |
Savings,
NOW and Money
Market
|
|
|
40,085
|
|
|
|
45.26
|
|
|
|
2.01
|
|
Total
Withdrawable
|
|
$ |
49,675
|
|
|
|
56.09 |
% |
|
|
1.58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates
(Original Terms):
|
|
|
|
|
|
|
|
|
|
|
|
|
91
Day
|
|
$ |
432
|
|
|
|
0.49 |
% |
|
|
3.52 |
% |
182
Day
|
|
|
1,249
|
|
|
|
1.41
|
|
|
|
4.09
|
|
Short
Term
|
|
|
60
|
|
|
|
0.07
|
|
|
|
5.12
|
|
5
Month
|
|
|
177
|
|
|
|
0.20
|
|
|
|
5.25
|
|
11
Month
|
|
|
6,210
|
|
|
|
7.01
|
|
|
|
5.25
|
|
12
Month
|
|
|
5,593
|
|
|
|
6.31
|
|
|
|
4.35
|
|
15
Month
|
|
|
1,685
|
|
|
|
1.90
|
|
|
|
3.95
|
|
18
Month
|
|
|
2,980
|
|
|
|
3.36
|
|
|
|
4.18
|
|
22
Month
|
|
|
3,478
|
|
|
|
3.93
|
|
|
|
5.33
|
|
24
Month
|
|
|
4,498
|
|
|
|
5.08
|
|
|
|
4.00
|
|
30
Month
|
|
|
1,517
|
|
|
|
1.71
|
|
|
|
3.51
|
|
36
Month
|
|
|
2,068
|
|
|
|
2.33
|
|
|
|
3.80
|
|
42
Month
|
|
|
13
|
|
|
|
0.01
|
|
|
|
4.57
|
|
48
Month
|
|
|
715
|
|
|
|
0.81
|
|
|
|
3.84
|
|
60
Month
|
|
|
4,125
|
|
|
|
4.67
|
|
|
|
4.47
|
|
IRA
|
|
|
4,093
|
|
|
|
4.62
|
|
|
|
4.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Certificates
|
|
$ |
38,893
|
|
|
|
43.91 |
% |
|
|
4.42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Deposits
|
|
$ |
88,568
|
|
|
|
100.00 |
% |
|
|
2.79 |
% |
The
following table sets forth by various interest rate categories the composition
of Mutual’s term deposits at the dates indicated.
|
|
At
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In
Thousands)
|
|
1.00%
to
1.99%
|
|
$ |
—
|
|
|
$ |
414
|
|
2.00%
to
2.99%
|
|
|
1,218
|
|
|
|
12,455
|
|
3.00%
to
3.99%
|
|
|
10,837
|
|
|
|
15,741
|
|
4.00%
to
4.99%
|
|
|
13,631
|
|
|
|
4,590
|
|
5.00%
to
5.99%
|
|
|
13,032
|
|
|
|
865
|
|
6.00%
to
8.00%
|
|
|
175
|
|
|
|
63
|
|
Total
|
|
$ |
38,893
|
|
|
$ |
34,129
|
|
The
following table represents, by various interest rate categories, the amounts
of
term deposits maturing during each of the three years following
December 31, 2006, and the total amount maturing thereafter. Matured
certificates that have not been renewed as of December 31, 2006, have been
allocated based on certain rollover assumptions.
|
|
Amounts
at December 31, 2006
|
|
|
|
One
Year
or
Less
|
|
|
Two
Years
|
|
|
Three
Years
|
|
|
Greater
Than
Three
Years
|
|
|
|
(In
Thousands)
|
|
2.00%
to
2.99%
|
|
$ |
1,172
|
|
|
$ |
41
|
|
|
$ |
—
|
|
|
$ |
5
|
|
3.00%
to
3.99%
|
|
|
8,216
|
|
|
|
1,731
|
|
|
|
816
|
|
|
|
74
|
|
4.00%
to
4.99%
|
|
|
7,404
|
|
|
|
4,647
|
|
|
|
878
|
|
|
|
702
|
|
5.00%
to
5.99%
|
|
|
7,781
|
|
|
|
4,429
|
|
|
|
99
|
|
|
|
723
|
|
6.00%
to
8.00%
|
|
|
175
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$ |
24,748
|
|
|
$ |
10,848
|
|
|
$ |
1,793
|
|
|
$ |
1,504
|
|
The
following table indicates the amount of Mutual’s certificates of deposit of
$100,000 or more by time remaining until maturity as of December 31,
2006.
|
At
December 31, 2006
|
|
|
(In
Thousands)
|
|
Maturity
Period
|
|
|
|
Three
Months or
Less
|
|
$
|
1,523
|
|
Greater
than Three Months through
Six Months
|
|
|
1,793
|
|
Greater
than Six Months through
Twelve Months
|
|
|
1,721
|
|
Over
Twelve
Months
|
|
|
3,242
|
|
Total
|
|
$ |
8,279
|
|
The
following table indicates the change in time deposit balances during the
years
indicated.
|
|
Year
Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In
Thousands)
|
|
Beginning
Balance
|
|
$ |
34,129
|
|
|
$ |
35,572
|
|
Net
Deposits
|
|
|
3,492
|
|
|
|
(2,971 |
) |
Interest
Credited
|
|
|
1,272
|
|
|
|
1,528
|
|
Net
Increase in
Deposits
|
|
|
4,764
|
|
|
|
(1,443 |
) |
Ending
Balance
|
|
$ |
38,893
|
|
|
$ |
34,129
|
|
In
the
unlikely event that Mutual would liquidate, all claims of creditors (including
those of deposit account holders, to the extent of their deposit balances)
would
be paid first and followed by distribution of the liquidation account (created
in connection with Mutual’s conversion from mutual to
stock
form) to certain deposit account holders, with any assets remaining thereafter
distributed to Third Century as the sole shareholder of Mutual’s capital
stock.
Borrowings.
Mutual focuses on generating high quality loans and then seeks the best
source
of funding from deposits, investments or borrowings. At December 31, 2006,
Mutual had $24.6 million in borrowings from the Federal Home Loan Bank
of
Indianapolis. Mutual had approximately $51.3 million in eligible
assets available as collateral for advances from the Federal Home Loan
Bank of
Indianapolis as of December 31, 2006. Based on Mutual’s blanket collateral
agreements, advances from the Federal Home Loan Bank of Indianapolis must
be
collateralized by 145% of eligible assets. Therefore, Mutual’s eligible
collateral would have supported approximately $36.4 million in advances
from the
Federal Home Loan Bank of Indianapolis as of December 31, 2006. Mutual’s
Board of Directors has adopted a resolution that limits the amount of authorized
borrowings. As of December 31, 2006, authorized borrowings are limited to
$40 million. Mutual does not anticipate any difficulty in obtaining advances
appropriate to meet its requirements in the future.
The
following tables present certain information relating to Mutual’s borrowings at
or for the years ended December 31, 2006 and 2005.
|
|
Year
Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars
in Thousands)
|
|
FHLB
Advances
|
|
|
|
|
|
|
Outstanding
at End of
Period
|
|
$ |
24,600
|
|
|
$ |
16,500
|
|
Average
Balance Outstanding for
Period
|
|
|
20,812
|
|
|
|
16,581
|
|
Maximum
Amount Outstanding at
any Month-End During the Period
|
|
|
24,600
|
|
|
|
18,000
|
|
Weighted
Average Interest Rate
During the Period
|
|
|
4.57 |
% |
|
|
4.02 |
% |
Weighted
Average Interest Rate at
End of Period
|
|
|
4.62 |
% |
|
|
3.95 |
% |
|
|
Amounts
at December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
thru
2012
|
|
|
|
(In
Thousands)
|
|
3.00%
to
3.99%
|
|
$ |
3,000
|
|
|
$ |
500
|
|
|
$ |
2,500
|
|
|
$ |
1,000
|
|
|
$ |
1,000
|
|
4.00%
to
4.99%
|
|
|
—
|
|
|
|
6,500
|
|
|
|
—
|
|
|
|
1,000
|
|
|
|
1,500
|
|
5.00%
to
5.99%
|
|
|
1,000
|
|
|
|
2,000
|
|
|
|
2,100
|
|
|
|
1,000
|
|
|
|
1,500
|
|
Total
|
|
$ |
4,000
|
|
|
$ |
9,000
|
|
|
$ |
4,600
|
|
|
$ |
3,000
|
|
|
$ |
4,000
|
|
Service
Corporation Subsidiary
Mutual’s
service corporation subsidiary, Mutual Financial Services, Inc. (“Mutual
Financial Services”), was organized in 1991 and has historically engaged in
mortgage life insurance sales and servicing. All of Mutual’s loan officers who
solicit and sell mortgage loans have limited agent licenses issued by the
Indiana Department of Insurance. Mutual sells mortgage insurance products
in
affiliation with American General Financial Group, Inc. The Company’s President
and Chief Executive Officer, Mr. Heuchan, receives a nominal management
fee for
the services he provides for Mutual Financial Services.
Employees
As
of
December 31, 2006, Mutual employed 43 persons on a full-time basis and 8
persons on a part-time basis. None of its employees is represented by a
collective bargaining group. Management considers employee relations to
be
good.
Mutual’s
employee benefits for full-time employees include, among other things,
the
Financial Institutions Retirement Fund defined contribution pension plan
and the
Financial Institutions Thrift Plan 401(k) plan, both of which are managed
by
Pentegra Group. Other benefits include medical, dental, and short-term
and
long-term disability insurance.
Employee
benefits are considered by management to be competitive with those offered
by
other financial institutions and major employers in the area.
Competition
Mutual
originates most of its loans to and accepts most of its deposits from residents
of Johnson County, Indiana, and the counties surrounding Johnson County.
Mutual
is subject to competition from various financial institutions, including
state
and federal banks and a federal savings association, and credit unions
and
certain nonbanking consumer lenders that provide similar services in those
counties with significantly greater resources than are available to us.
We also
compete with money market funds with respect to deposit accounts and with
insurance companies with respect to individual retirement accounts.
The
primary factors influencing competition for deposits are interest rates,
service
and convenience of office locations. Mutual competes for loan originations
primarily through the efficiency and quality of the services that it provides
borrowers and through interest rates and loan fees charged. Competition
is
affected by, among other things, the general availability of lendable funds,
general and local economic conditions, current interest rate levels, and
other
factors that we cannot readily predict.
Regulation
Bank
Holding Company Regulation. Third Century is a registered bank
holding company and is subject to the regulations of the Federal Reserve
Board
under the Bank Holding Company Act of 1956, as amended. Bank holding companies
are required to file periodic reports with, and are subject to periodic
examination by, the Federal Reserve Board. The Federal Reserve Board has
issued
regulations under the Bank Holding Company Act requiring a bank holding
company
to serve as a source of financial and managerial strength to its subsidiary
banks. It is the policy of the Federal Reserve Board that, pursuant to
this
requirement, a bank holding company should stand ready to use its resources
to
provide adequate capital funds to its subsidiary banks during periods of
financial stress or adversity. Additionally, under the Federal Deposit
Insurance
Corporation Improvement Act of 1991, a bank holding company is required
to
guarantee the compliance of any insured depository institution subsidiary
that
may become “undercapitalized” (as defined in the statute) with the terms of any
capital restoration plan filed by such subsidiary with its appropriate
federal
banking agency up to the lesser of (i) an amount equal to 5% of the
institution’s total assets at the time the institution became undercapitalized,
or (ii) the amount that is necessary (or would have been necessary) to
bring the
institution into compliance with all applicable capital standards as of
the time
the institution fails to comply with such capital restoration plan. Under
the
Bank Holding Company Act, the Federal Reserve Board has the authority to
require
a bank holding company to terminate any activity or relinquish control
of a
nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the
Federal
Reserve Board’s determination that such activity or control constitutes a
serious risk to the financial soundness and stability of any bank subsidiary
of
the bank holding company.
Third
Century is prohibited by the Bank Holding Company Act from acquiring direct
or
indirect control of more than 5% of the outstanding shares of any class
of
voting stock or substantially all of the assets of any bank or merging
or
consolidating with another bank holding company without prior approval
of the
Federal Reserve Board. Additionally, Third Century is prohibited by the
Bank
Holding Company Act from engaging in or from acquiring ownership or control
of
more than 5% of the
outstanding
shares of any class of voting stock of any company engaged in a nonbanking
business unless such business is determined by the Federal Reserve Board
to be
so closely related to banking as to be a proper incident thereto.
Capital
Adequacy Guidelines for Bank Holding Companies. The Federal
Reserve Board is the federal regulatory and examining authority for bank
holding
companies. The Federal Reserve Board has adopted capital adequacy guidelines
for
bank holding companies.
Bank
holding companies are required to comply with the Federal Reserve Board’s
risk-based capital guidelines which require a minimum ratio of total capital
to
risk-weighted assets (including certain off-balance sheet activities such
as
standby letters of credit) of 8%. At least half of the total required capital
must be “Tier I capital,” consisting principally of common stockholders’ equity,
noncumulative perpetual preferred stock, a limited amount of cumulative
perpetual preferred stock and minority interests in the equity accounts
of
consolidated subsidiaries, less certain goodwill items. The remainder,
called
Tier II capital, may consist of a limited amount of subordinated debt and
intermediate-term preferred stock, certain hybrid capital instruments and
other
debt securities, cumulative perpetual preferred stock, and a limited amount
of
the general loan loss allowance. In addition to the risk-based capital
guidelines, the Federal Reserve Board has adopted a Tier I (leverage) capital
ratio under which a bank holding company must maintain a minimum level
of Tier I
capital to average total consolidated assets of 3% in the case of bank
holding
companies which have the highest regulatory examination ratings and are
not
contemplating significant growth or expansion. All other bank holding companies
are expected to maintain a ratio of at least 1% to 2% above the stated
minimum.
Bank
Regulation. Mutual is organized under the laws of Indiana and as
such is subject to the supervision of the Indiana Department of Financial
Institutions (the “DFI”), whose examiners conduct periodic examinations of state
banks. We are not a member of the Federal Reserve System, so our principal
federal regulator is the FDIC, which also conducts periodic examinations
of
Mutual. Mutual’s deposits are insured by the Deposit Insurance Fund administered
by the FDIC and are subject to FDIC’s rules and regulations respecting the
insurance of deposits.
Both
federal and state law extensively regulate various aspects of the banking
business such as reserve requirements, truth-in-lending and truth-in-savings
disclosure, equal credit opportunity, fair credit reporting, trading in
securities and other aspects of banking operations. Current federal law
also
requires banks, among other things, to make deposited funds available within
specified time periods.
Insured
state-chartered banks are prohibited under the FDIC Improvement Act from
engaging as principal in activities that are not permitted for national
banks,
unless: (i) the FDIC determines that the activity would pose no
significant risk to the appropriate deposit insurance fund, and (ii) the
bank
is, and continues to be, in compliance with all applicable capital
standards.
Federal
Home Loan Bank System
We
are a
member of the Federal Home Loan Bank System, which consists of 12 regional
banks. The Federal Home Loan Bank System provides a central credit facility
primarily for member savings and loan associations and savings banks and
other
member financial institutions. At December 31, 2006, our investment in
stock of the Federal Home Loan Bank of Indianapolis was $1.3 million. For
the
year ended December 31, 2006, dividends paid to us by the Federal Home Loan
Bank of Indianapolis totaled $54,000.
All
12
Federal Home Loan Banks are required by law to provide funds to establish
affordable housing programs through direct loans or interest subsidies
on
advances to members to be used for lending at subsidized interest rates
for low-
and moderate-income, owner-occupied housing projects, affordable rental
housing,
and certain other community projects. These contributions and
obligations
could
adversely affect the value of the Federal Home Loan Bank stock in the future.
A
reduction in the value of such stock may result in a corresponding reduction
in
our capital.
The
Federal Home Loan Bank of Indianapolis serves as a reserve or central bank
for
member institutions within its assigned region. It is funded primarily
from
proceeds derived from the sale of consolidated obligations of the Federal
Home
Loan Bank System. It makes advances to members in accordance with policies
and
procedures established by the Federal Home Loan Bank and the Board of Directors
of the Federal Home Loan Bank of Indianapolis.
All
Federal Home Loan Bank advances must be fully secured by sufficient collateral
as determined by the Federal Home Loan Bank. Eligible collateral includes
first
mortgage loans less than 60 days delinquent or securities evidencing interests
therein, securities (including mortgage-backed securities) issued, insured
or
guaranteed by the federal government or any agency thereof, Federal Home
Loan
Bank deposits and, to a limited extent, real estate with readily ascertainable
value in which a perfected security interest may be obtained. Other forms
of
collateral may be accepted as over collateralization or, under certain
circumstances, to renew outstanding advances. All long-term advances are
required to provide funds for residential home financing and the Federal
Home
Loan Bank has established standards of community service that members must
meet
to maintain access to long-term advances.
Interest
rates charged for advances vary depending upon maturity, the cost of funds
to
the Federal Home Loan Bank of Indianapolis and the purpose of the
borrowing.
Insurance
of Deposits
Deposit
Insurance. The FDIC is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of banks and thrifts and
safeguards the safety and soundness of the banking and thrift
industries.
Insurance
of Deposit Accounts. Deposit accounts in Mutual are
insured by the Federal Deposit Insurance Corporation, generally up to a
maximum
of $100,000 per separately insured depositor and up to a maximum of $250,000
for
self-directed retirement accounts. Mutual’s deposits, therefore, are
subject to Federal Deposit Insurance Corporation deposit insurance
assessments.
On
November 2, 2006, the Federal Deposit Insurance Corporation adopted final
regulations that assess insurance premiums based on risk. As a
result, the new regulation will enable the Federal Deposit Insurance Corporation
to more closely tie each financial institution’s deposit insurance premiums to
the risk it poses to the deposit insurance fund. Under the new
risk-based assessment system, which becomes effective in the beginning
of 2007,
the Federal Deposit Insurance Corporation will evaluate the risk of each
financial institution based on its supervisory rating, its financial ratios,
and
its long-term debt issuer rating. The new rates for nearly all of the
financial institution industry will vary between five and seven cents for
every
$100 of domestic deposits. The assessment to be paid during the year
ending December 31, 2007 will be offset by a credit from the Federal Deposit
Insurance Corporation to Mutual of $68,677. At the same time, the
Federal Deposit Insurance Corporation also adopted final regulations designating
the reserve ratio for the deposit insurance fund during 2007 at 1.25% of
estimated insured deposits.
Effective
March 31, 2006, the Federal Deposit Insurance Corporation merged the Bank
Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) into
a single fund called the Deposit Insurance Fund. As a result of the
merger, the BIF and the SAIF were abolished.
Bank
Regulatory Capital
The
FDIC
has adopted risk-based capital ratio guidelines to which Mutual generally
is
subject. The guidelines establish a systematic analytical framework that
makes
regulatory capital requirements
more
sensitive to differences in risk profiles among banking organizations.
Risk-based capital ratios are determined by allocating assets and specified
off-balance sheet commitments to four risk weighted categories, with higher
levels of capital being required for the categories perceived as representing
greater risk.
Like
the
capital guidelines established by the Federal Reserve Board for Third Century,
these guidelines divide a bank’s capital into two tiers. The first tier (“Tier
I”) includes common equity, certain noncumulative perpetual preferred stock
(excluding auction rate issues) and minority interests in equity accounts
of
consolidated subsidiaries, less goodwill and certain other intangible assets
(except mortgage servicing rights and purchased credit card relationships,
subject to certain limitations). Supplementary capital (“Tier II”) includes,
among other items, cumulative perpetual and long-term limited-life preferred
stock, mandatory convertible securities, certain hybrid capital instruments,
term subordinated debt and the allowance for loan and lease losses, subject
to
certain limitations, less required deductions. Banks are required to maintain
a
total risk-based capital ratio of 8%, of which 4% must be Tier I capital.
The
FDIC may, however, set higher capital requirements when a bank’s particular
circumstances warrant. Banks experiencing or anticipating significant growth
are
expected to maintain capital ratios, including tangible capital positions,
well
above the minimum levels.
In
addition, the FDIC established guidelines prescribing a minimum Tier I
leverage
ratio (Tier I capital to adjusted total assets as specified in the guidelines).
These guidelines provide for a minimum Tier I leverage ratio of 3% for
banks
that meet certain specified criteria, including that they have the highest
regulatory rating and are not experiencing or anticipating significant
growth.
All other banks are required to maintain a Tier I leverage ratio of 3%
plus an
additional cushion of at least 100 to 200 basis points.
Prompt
Corrective Regulatory Action
The
Federal Deposit Insurance Corporation Improvement Act requires, among other
things, federal bank regulatory authorities to take “prompt corrective action”
with respect to banks that do not meet minimum capital requirements. For
these
purposes, the Federal Deposit Insurance Corporation Improvement Act establishes
five capital tiers: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically
undercapitalized. At December 31, 2006, Mutual was categorized as “well
capitalized,” meaning that its total risk-based capital ratio exceeded 10%, its
Tier I risk-based capital ratio exceeded 6%, its leverage ratio exceeded
5%, and
it was not subject to a regulatory order, agreement or directive to meet
and
maintain a specific capital level for any capital measure.
The
FDIC
may order savings banks that have insufficient capital to take corrective
actions. For example, a savings bank that is categorized as “undercapitalized”
would be subject to growth limitations and would be required to submit
a capital
restoration plan, and a holding company that controls such a savings bank
would
be required to guarantee that the savings bank complies with the restoration
plan. “Significantly undercapitalized” savings banks would be subject to
additional restrictions. Savings banks deemed by the FDIC to be “critically
undercapitalized” would be subject to the appointment of a receiver or
conservator.
Dividend
Limitations
Under
Federal Reserve Board supervisory policy, a bank holding company generally
should not maintain its existing rate of cash dividends on common shares
unless
(i) the organization’s net income available to common shareholders over the past
year has been sufficient to fully fund the dividends and (ii) the prospective
rate of earnings retention appears consistent with the organization’s capital
needs, asset quality, and overall financial condition. The FDIC also has
authority under the Financial Institutions Supervisory Act to prohibit
a bank
from paying dividends if, in its opinion, the payment of dividends
would
constitute an unsafe or unsound practice in light of the financial condition
of
the bank. Under Indiana law, Third Century is precluded from paying cash
dividends if, after giving effect to such dividends, Third Century would
be
unable to pay its debts as they become due or Third Century’s total assets would
be less than its liabilities and obligations to preferential
shareholders.
Pursuant
to the plan of conversion, Mutual established a liquidation account for
the
benefit of Eligible Account Holders and Supplemental Eligible Account Holders.
Mutual is not permitted to pay dividends to Third Century if its net worth
would
be reduced below the amount required for the liquidation account.
Under
Indiana law, Mutual may pay dividends without the approval of the DFI so
long as
its capital is unimpaired and those dividends in any calendar year do not
exceed
its net profits for that year plus its retained net profits for the previous
two
years. Dividends may not exceed undivided profits on hand (less losses,
bad
debts and expenses). Additional stringent regulatory requirements affecting
dividend payments by Mutual, however, are established by the prompt corrective
action provisions of the Federal Deposit Insurance Corporation Improvement
Act,
which are discussed above. Mutual’s capital levels at December 31, 2006
exceeded the criteria established to be designated as a “well capitalized”
institution. Such institutions are required to have a total risk-based
capital
ratio of 10% or greater, a Tier I risk-based capital ratio of 6% or greater
and
a leverage ratio of 5% or greater.
Repurchase
Limitations
Regulations
promulgated by the Federal Reserve Board provide that a bank holding company
must file written notice with the Federal Reserve Board prior to any repurchase
of its equity securities if the gross consideration for the purchase, when
aggregated with the net consideration paid by the bank holding company
for all
repurchases during the preceding 12 months, is equal to 10% or more of
the
holding company’s consolidated net worth. This notice requirement is not
applicable, however, to a bank holding company that exceeds the thresholds
established for a well capitalized bank and that satisfies certain other
regulatory requirements.
Under
Indiana law, Third Century will be precluded from repurchasing its equity
securities if, after giving effect to such repurchase, Third Century would
be
unable to pay its debts as they become due or Third Century’s assets would be
less than its liabilities and obligations to preferential
shareholders.
Loans-to-One
Borrower
Under
Indiana law, the total loans and extension of credit by an Indiana-chartered
savings bank to a borrower outstanding at one time and not fully secured
may not
exceed 15% of such bank’s capital and unimpaired surplus. An additional amount
up to 10% of the bank’s capital and unimpaired surplus may be loaned to the same
borrower if such loan is fully secured by readily marketable collateral
having a
market value, as determined by reliable and continuously available price
quotations, at least equal to the amount of such additional loans
outstanding.
As
of
December 31, 2006, the principal amount of the largest aggregate amount of
loans which Mutual had to any one borrower was approximately $2.2 million.
Mutual had no loans outstanding which management believes violate the applicable
loans-to-one borrower limits. Mutual does not believe that the loans-to-one
borrower limits have a significant impact on its business, operations and
earnings.
Limitations
on Rates Paid for Deposits
Regulations
promulgated by the FDIC pursuant to the Federal Deposit Insurance Corporation
Improvement Act place limitations on the ability of insured depository
institutions to accept, renew or roll over deposits by offering rates of
interest which are significantly higher than the prevailing rates of interest
on
deposits offered by other insured depository institutions having the same
type
of charter in such depository institution’s normal market area. Under these
regulations, “well-capitalized” depository
institutions
may accept, renew or roll such deposits over without restriction, “adequately
capitalized” depository institutions may accept, renew or roll such deposits
over with a waiver from the FDIC (subject to certain restrictions on payments
of
rates) and “undercapitalized” depository institutions may not accept, renew or
roll such deposits over. The regulations contemplate that the definitions
of
“well capitalized,” “adequately capitalized” and “undercapitalized” will be the
same as the definition adopted by the agencies to implement the prompt
corrective action provisions of the Federal Deposit Insurance Corporation
Improvement Act. Mutual does not believe that these regulations will have
a
materially adverse effect on its current operations.
Federal
Reserve System
Federal
Reserve Board regulations require savings institutions and savings banks
to
maintain reserves against their transaction accounts (primarily negotiable
order
of withdrawal accounts) and certain nonpersonal time deposits. The reserve
requirements are subject to adjustment by the Federal Reserve Board. As
of
December 31, 2006, Mutual was in compliance with the applicable reserve
requirements of the Federal Reserve Board.
Additional
Limitations on Activities
Laws
and
regulations of the FDIC generally provide that Mutual may not engage as
principal in any type of activity, or in any activity in an amount, not
permitted for national banks, or directly acquire or retain any equity
investment of a type or in an amount not permitted for national banks.
The FDIC
has authority to grant exceptions from these prohibitions (other than with
respect to non-service corporation equity investments) if it determines
no
significant risk to the insurance fund is posed by the amount of the investment
or the activity to be engaged in, and if Mutual is and continues to be
in
compliance with fully phased-in capital standards. National banks are generally
not permitted to hold equity investments other than shares of service
corporations and certain federal agency securities. Moreover, the activities
in
which service corporations are permitted to engage are limited to those
of
service corporations for national banks.
Other
Indiana Regulations
As
an
Indiana-chartered savings bank, Mutual derives its authority from, and
is
regulated by, the DFI. The DFI has the right to promulgate rules and regulations
necessary for the supervision and regulation of Indiana-chartered savings
banks
under its jurisdiction and for the protection of the public investing in
such
institutions. The regulatory authority of the DFI includes, but is not
limited
to, the establishment of reserve requirements; the regulation of the payment
of
dividends; the regulation of stock repurchases; the regulation of incorporators,
shareholders, directors, officers and employees; the establishment of permitted
types of withdrawable accounts and types of contracts for savings programs,
loans and investments; and the regulation of the conduct and management
of
savings banks, chartering and branching of institutions, mergers, conversions
and conflicts of interest.
The
DFI
generally conducts regular annual examinations of Indiana-chartered savings
banks such as Mutual. The purpose of such examination is to assure that
institutions are being operated in compliance with applicable Indiana law
and
regulations and in a safe and sound manner. In addition, the DFI is required
to
conduct an examination of any institution as often as it deems necessary.
The
DFI has the power to issue cease and desist orders if any person or institution
is engaging in, or has engaged in, any unsafe or unsound practice in the
conduct
of its business or has or is violating any other law, rule or regulation
and, as
to officers and directors of an Indiana savings bank, breached his fiduciary
duty as an officer or director.
With
the
approval of the DFI, a savings bank may merge or consolidate with another
savings bank, a state bank, a national bank, or a federal or state savings
association. In considering whether to approve or disapprove such a merger
or
consolidation, the DFI is to consider the following factors: (i)
whether
the institutions are operated in a safe, sound and prudent manner; (ii)
whether
the financial conditions of any of the institutions will jeopardize the
financial stability of the other institutions; (iii) whether the proposed
merger
or consolidation will result in an institution that has inadequate capital,
unsatisfactory management or poor earnings prospects; (iv) whether the
management or other principals of the resulting institution are qualified
by
character and financial responsibility to control and operate in a legal
and
proper manner the resulting institution; (v) whether the interests of the
depositors and creditors of the institutions and the public generally will
be
jeopardized by the transaction; and (vi) whether the institutions furnish
all of
the information the DFI requires in reaching its decision.
Acquisitions
of control of Mutual by a bank or bank holding company would require the
prior
approval of the DFI. Control is defined as the power, directly or indirectly,
(i) to vote 25% or more of the voting stock of an Indiana-chartered savings
bank
or (ii) to exercise a controlling influence over the management or policies
of a
savings bank.
Safety
and Soundness Standards
In
1995,
the federal banking agencies adopted final safety and soundness standards
for
all insured depository institutions. The standards, which were issued in
the
form of guidelines rather than regulations, relate to internal controls,
information systems, internal audit systems, loan underwriting and
documentation, compensation and interest rate exposure. In general, the
standards are designed to assist the federal banking agencies in identifying
and
addressing problems at insured depository institutions before capital becomes
impaired. If an institution fails to meet these standards, the appropriate
federal banking agency may require the institution to submit a compliance
plan.
Failure to submit a compliance plan may result in enforcement
proceedings.
Transactions
with Affiliates
Mutual
is
subject to Sections 22(h), 23A and 23B of the Federal Reserve Act, which
restrict financial transactions between banks and affiliated companies.
The
statute limits credit transactions between a bank and its executive officers
and
its affiliates, prescribes terms and conditions for bank affiliate transactions
deemed to be consistent with safe and sound banking practices, and restricts
the
types of collateral security permitted in connection with a bank’s extension of
credit to an affiliate.
Federal
Securities Law
The
shares of common stock of Third Century are registered with the Securities
and
Exchange Commission under the Securities Exchange Act of 1934 (the “1934 Act”).
Third Century is subject to the information, proxy solicitation, insider
trading
restrictions and other requirements of the 1934 Act and the rules of the
Securities and Exchange Commission issued under the 1934 Act. After three
years
following Mutual’s conversion to stock form, if Third Century has fewer than 300
shareholders of record, it may deregister its shares under the 1934 Act
and
cease to be subject to the foregoing requirements.
Shares
of
common stock held by persons who are affiliates of Third Century may not
be
resold without registration unless sold in accordance with the resale
restrictions of Rule 144 under the Securities Act of 1933 as amended (the
“1933
Act”). If Third Century meets the current public information requirements under
Rule 144, each affiliate of Third Century who complies with the other conditions
of Rule 144 (including those that require the affiliate’s sale to be aggregated
with those of certain other persons) would be able to sell in the public
market,
without registration, a number of shares not to exceed, in any three-month
period, the greater of (i) 1% of the outstanding shares of Third Century
or (ii)
the average weekly volume of trading in such shares during the preceding
four
calendar weeks.
Community
Reinvestment Act Matters
Federal
law requires disclosures of depository institutions’ ratings under the Community
Reinvestment Act of 1977. The disclosure includes both a four-unit descriptive
rating — outstanding, satisfactory, needs to improve, and substantial
noncompliance — and a written evaluation of each institution’s performance. Each
Federal Home Loan Bank is required to establish standards of community
investment or service that its members must maintain for continued access
to
long-term advances from the Federal Home Loan Banks. The standards take
into
account a member’s performance under the Community Reinvestment Act and its
record of lending to first-time home buyers. The examiners have determined
that
Mutual has a satisfactory record of meeting community credit needs.
Sarbanes-Oxley
Act of 2002
On
July
30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002
(the
“Sarbanes-Oxley Act). The Sarbanes-Oxley Act’s stated goals include
enhancing corporate responsibility, increasing penalties for accounting
and
auditing improprieties at publicly traded companies and protecting investors
by
improving the accuracy and reliability of corporate disclosures pursuant
to the
securities laws. The Sarbanes-Oxley Act generally applies to all
companies that file or are required to file periodic reports with the Securities
and Exchange Commission under the 1934 Act.
Among
other things, the Sarbanes-Oxley Act creates the Public Company Accounting
Oversight Board as an independent body subject to SEC supervision with
responsibility for setting auditing, quality control and ethical standards
for
auditors of public companies. The Sarbanes-Oxley Act also requires
public companies to make faster and more-extensive financial disclosures,
requires the chief executive officer and chief financial officer of public
companies to provide signed certifications as to the accuracy and completeness
of financial information filed with the SEC, and provides enhanced criminal
and
civil penalties for violations of the federal securities laws.
The
Sarbanes-Oxley Act also addresses functions and responsibilities of audit
committees of public companies. The statute makes the audit committee directly
responsible for the appointment, compensation and oversight of the work
of the
company's outside auditor, and requires the auditor to report directly
to the
audit committee. The Sarbanes-Oxley Act authorizes each audit
committee to engage independent counsel and other advisors, and requires
a
public company to provide the appropriate funding, as determined by its
audit
committee, to pay the company’s auditors and any advisors that its audit
committee retains. The Sarbanes-Oxley Act also requires public
companies to include an internal control report and assessment by management,
along with an attestation to this report prepared by the company’s registered
public accounting firm, in their annual reports to stockholders.
Although
the Company will incur additional expense in complying with the provisions
of
the Sarbanes-Oxley Act and the resulting regulations, management does not
expect
that such compliance will have a material impact on the Company’s results of
operations or financial condition.
Taxation
Federal
Taxation. Historically, savings institutions,
such as Mutual, have been permitted to compute bad debt deductions using
either
the bank experience method or the percentage of taxable income method.
However,
for years beginning after December 31, 1995, no savings institution could
use the percentage of taxable income method of computing its allowable
bad debt
deduction for tax purposes. Instead, all savings institutions are required
to
compute their allowable deduction using the experience method. As a result
of
the repeal of the percentage of taxable income method, reserves taken after
1987
using the percentage of taxable income method generally must be included
in
future taxable income over a six-year period, although a two-year delay
may be
permitted for associations meeting a residential mortgage loan origination
test.
We do not have any reserves taken after 1987 that must be recaptured. However,
our pre-1988 reserve, for which no deferred taxes have been recorded, must
be
recaptured into
income
if
(i) Mutual no longer qualifies as a bank under the Internal Revenue Code,
or
(ii) it pays out excess dividends or distributions. Although we do have
some
reserves from before 1988, we are not required to recapture these
reserves.
Depending
on the composition of its items of income and expense, a savings institution
may
be subject to the alternative minimum tax. A savings institution must pay
an
alternative minimum tax on the amount (if any) by which 20% of alternative
minimum taxable income, as reduced by an exemption varying with alternative
minimum taxable income, exceeds the regular tax due. Alternative minimum
taxable
income equals regular taxable income increased or decreased by certain
tax
preferences and adjustments, including depreciation deductions in excess
of that
allowable for alternative minimum tax purposes, tax-exempt interest on
most
private activity bonds issued after August 7, 1986 (reduced by any related
interest expense disallowed for regular tax purposes), the amount of the
bad
debt reserve deduction claimed in excess of the deduction based on the
experience method and 75% of the excess of adjusted current earnings over
alternative minimum taxable income (before this adjustment and before any
alternative tax net operating loss). Alternative minimum taxable income
may be
reduced only up to 90% by net operating loss carryovers, but alternative
minimum
tax paid can be credited against regular tax due in later years.
For
federal income tax purposes, we have been reporting our income and expenses
on
the accrual method of accounting. Our federal income tax returns have not
been
audited in recent years.
The
Company and Mutual have not and do not anticipate electing to file a
consolidated federal income tax return for 2006. Accordingly, the
Company will be taxed separately on its earnings as an ordinary
corporation.
State
Taxation. The Company, Mutual and Mutual Financial Services are
subject to Indiana’s Financial Institutions Tax, which is imposed at a flat rate
of 8.5% on “adjusted gross income.” “Adjusted gross income,” for purposes of the
Financial Institutions Tax, begins with taxable income as defined by Section
63
of the Internal Revenue Code and, thus, incorporates federal tax law to
the
extent that it affects the computation of taxable income. Federal taxable
income
is then adjusted by several Indiana modifications. Other applicable state
taxes
include generally applicable sales and use taxes and real and personal
property
taxes. Mutual’s state income tax returns have not been audited in recent
years.
ITEM
2. DESCRIPTION
OF PROPERTY.
The
Company conducts its business from its main office at 80 East Jefferson
Street,
Franklin, Indiana 46131. In addition to its main office, it has two other
offices in Franklin: on North Main Street and at the Franklin United Methodist
Community (retirement community). It also has an office in Trafalgar, an
office
in Nineveh and an office in Indianapolis. Five of its offices are in Johnson
County and one office is in Marion County. The Company owns its main office,
its
office on North Main Street in Franklin, its Trafalgar office, its office
in
Indianapolis and it leases its other offices.
The
Company currently operates four automatic teller machines, with one ATM
located
at its office on North Main Street in Franklin and one located at each
of its
offices in Indianapolis, Trafalgar and Nineveh. Mutual’s ATMs participate in the
STAR® network.
The
following table provides certain information with respect to the Company’s
offices as of December 31, 2006:
Description
and Address
|
Owned
or
Leased
|
Lease
Expiration
Date
|
Year
Opened
|
Net
Book
Value
of
Property,
Furniture
&
Fixtures(3)
|
Main
Office
|
|
|
|
|
80
East Jefferson
Street
|
Owned
|
N/A
|
1890
|
$ 818,370
|
Main
Street Office
|
|
|
|
|
1124
North Main
Street
|
Owned
|
N/A
|
1995
|
$ 987,131
|
Methodist
Community
|
|
|
|
|
1070
West Jefferson
Street
|
Leased
|
2009(1)
|
1997
|
$ 6,171
|
Trafalgar
Office
|
|
|
|
|
2
Trafalgar
Square
|
Owned
|
N/A
|
1993
|
$ 350,105
|
Nineveh
Office
|
|
|
|
|
7459
South Nineveh
Road
|
Leased
|
2007(2)
|
2001
|
$ 15,709
|
Franklin
Central Office
|
|
|
|
|
5630
South Franklin
Road
|
Owned
|
N/A
|
2006
|
$
1,406,738
|
|
(1)
|
The
lease is for a term of five years commencing on September 1,
2004.
|
|
(2)
|
The
current lease expired as of December 31, 2006. The Bank will
pay rent on a month-to-month basis until a new lease is signed
by both
parties.
|
|
(3)
|
The
above table excludes $743,435 for land purchased for future use
and the
Bank’s data processing equipment.
|
Management
believes that the Company’s properties are in good condition and are suitable
and adequate for continuing to conduct its business as it is now being
conducted. In addition to these branches, the Company purchased a
building adjacent to its main office in Franklin. The Company
renovated the 72 East Jefferson Street building to house its administrative,
trust and audit operations. The Company opened its newest branch,
Franklin Central in Indianapolis in June 2006.
The
Company owns the computer and data processing equipment that it uses for
transaction processing, loan origination, and accounting. The net book
value of
this equipment was approximately $89,589 at December 31, 2006. The Company
also has contracted for the data processing and reporting services of Harland
Incorporated in Cincinnati, Ohio. The cost of these data processing services
is
approximately $42,000 per month.
ITEM
3. LEGAL
PROCEEDINGS.
The
Company is not a party to any pending legal proceedings, other than routine
litigation incidental to the business.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No
matter
was submitted to a vote of Third Century’s shareholders during the quarter
ended December 31, 2006.
|
MARKET
FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER
PURCHASES OF EQUITY
SECURITIES.
|
The
information required by this item is incorporated by reference to the material
under the heading “Market Price of Third Century’s Common Shares and Related
Shareholder Matters” on page 49
of
Third
Century’s 2006 Shareholder Annual Report in the form attached to this report as
Exhibit 13 (the “Shareholder Annual Report”).
The
Company repurchased no shares of its common stock during the
fourth quarter of 2006.
|
MANAGEMENT’S DISCUSSION
AND ANALYSIS OR PLAN OF
OPERATION.
|
The
information required by this item is incorporated by reference to pages
3
through 18 of the Shareholder Annual Report.
Asset/Liability
Management
Mutual,
like other financial institutions, is subject to interest rate risk to
the
extent that its interest-earning assets reprice differently than its
interest-bearing liabilities. As part of its effort to monitor and manage
interest rate risk, Mutual uses the net portfolio value (“NPV”)
methodology. Mutual utilizes the services of an outside consulting firm
to
assist management in the monitoring and management of its interest rate
sensitivity.
Generally,
NPV is the difference between discounted present value of incoming cash
flows on
interest-earning assets and the present value of outgoing cash flows on
interest-bearing liabilities. Interest rate risk is evaluated by stressing
the
balance sheet by applying hypothetical instantaneous parallel shifts in
market
interest rates of plus and minus 300 basis points (“b.p.”) (one basis point
equals .01%). The resulting NPVs are compared with the NPV in a base case
of no
change in market rates. Management uses this information to determine what
actions should be taken to maximize profits within the guidelines of an
acceptable level of interest rate risk.
Federally
chartered thrifts are required to provide standardized asset liability
management data on their call reports and are provided asset liability
management reports by their regulator using interest rate scenarios of
minus 300
b.p. to plus 300 b.p. in increments of 100 b.p. However, as a state
chartered, FDIC insured savings bank, there is no standard set of rate
scenarios
required, nor provided, by our regulators. All of our asset/liability management
policies, reports, and analyses typically use an instantaneous, parallel
shift
in the yield curve of plus and minus 300 b.p. We believe that these extreme
cases are most important in evaluating our interest rate risk, and that
the
intermediate cases would provide little additional information about our
risk
while adding significant complexity and cost.
If
estimated changes in NPV exceed the guidelines established by the Board,
management implements a program to adjust Mutual’s asset and liability mix to
bring interest rate risk within the Board’s guidelines. The current Board
approved limit is a 2.50% decrease in NPV relative to assets for a 300
b.p.
instantaneous change in interest rates. Presented below, as of December 31,
2006 and 2005, are analyses prepared by the outside consulting firm of
Mutual’s
interest rate risk as measured by changes in NPV for instantaneous and
sustained
parallel shifts of +300/-300 b.p. and +300/-300 b.p. changes in market
interest
rates for 2006 and 2005, respectively.
2006
|
2006
|
|
2006
|
Change
in
|
Net
Portfolio Value
|
2006
|
NPV
as % of PV of Assets
|
Rates
|
$
Amount
|
$
Change
|
|
%
Change
|
NPV
Ratio
|
Change
|
+300
b.p.*
|
$ 9,792
|
$ (1,914)
|
|
(16.4)%
|
8.02%
|
(1.47)%
|
0
b.p.
|
11,706
|
|
|
|
9.00%
|
|
-300
b.p.
|
10,707
|
(999)
|
|
( 8.5)%
|
7.87%
|
(0.77)
|
2005
|
2005
|
|
2005
|
Change
in
|
Net
Portfolio Value
|
2005
|
NPV
as % of PV of Assets
|
Rates
|
$
Amount
|
$
Change
|
|
%
Change
|
NPV
Ratio
|
Change
|
+300
b.p.*
|
$ 9,769
|
$ (2,250)
|
|
(18.7)%
|
8.51%
|
(1.83)%
|
0
b.p.
|
12,019
|
|
|
|
9.78
|
|
-300
b.p.
|
10,593
|
(1,426)
|
|
(11.9)
|
8.25
|
(1.16)
|
As
with
any method of measuring interest rate risk, certain shortcomings are inherent
in
the methods of analysis presented above. For example, although certain
assets
and liabilities may have similar maturities or periods to repricing, they
may
react in different degrees to changes in market interest rate. Also,
the
interest rates on certain types of assets and liabilities may fluctuate
in
advance of changes in market interest rates, while interest rates on other
types
may lag behind changes in market rates. Additionally, certain assets, such
as
adjustable-rate loans, have features which restrict changes in interest
rates on
a short-term basis and over the life of the asset. Further, in the event
of a
change in interest rates, expected rates of prepayments on loans and early
withdrawals from certificates could likely deviate significantly from those
assumed in calculating the table.
Based
upon the December 31, 2006 estimation, Mutual’s NPV would decrease by 1.47%
of assets in the event of an immediate 300 b.p. increase in interest rates
and
decrease 0.77% in the event of an immediate 300 b.p. decrease in interest
rates.
The
data
in the above table are based, in part, upon assumptions about the future
behavior of borrowers, depositors and investors. While these assumptions
are
reasonable based upon past behavior, it is important to be mindful that
any such
projections are subject to error.
ITEM
7. FINANCIAL
STATEMENTS.
The
Company’s Consolidated Financial Statements and Notes to Consolidated Financial
Statements contained on the pages in the Shareholder Annual Report set
forth
below are incorporated herein by reference.
Financial
Statements
|
Annual
Report
Page
No.
|
Report
of Independent Registered Public Accounting
Firm
|
17
|
Consolidated
Balance Sheets at December 31, 2006 and 2005
|
18
|
Consolidated
Statements of Income for the Years Ended December 31, 2006
and 2005
|
19
|
Consolidated
Statements of Stockholders’ Equity for the Years Ended December 31,
2006 and 2005
|
20
|
Consolidated
Statements of Cash Flows for the Years Ended December 31,
2006
and 2005
|
21
|
Notes
to Consolidated Financial
Statements
|
22
|
All
schedules are omitted as the required information either is not applicable
or is
included in the Consolidated Financial Statements or related notes.
ITEM
8. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
None.
ITEM
8A. CONTROLS
AND PROCEDURES.
(a) Evaluation
of disclosure controls and procedures. Third Century’s Chief Executive
Officer and Chief Financial Officer, after evaluating the effectiveness
of the
Company’s disclosure controls and procedures (as defined in Sections 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of
the end
of the most recent fiscal quarter covered by this annual report (the
“Evaluation Date”), have concluded that as of the Evaluation
Date, the Company’s disclosure controls and procedures are adequate and are
designed to ensure that material information relating to the Company would
be
made known to such officers by others within the Company on a timely
basis.
(b) Changes
in internal controls. There were no significant changes in the
Company’s internal control over financial reporting identified in connection
with the Company’s evaluation of controls
that occurred during the Company’s last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
None.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
|
The
information required by this item is incorporated by reference from the
definitive proxy statement for the 2007 Annual Meeting of
Shareholders.
ITEM
10. EXECUTIVE
COMPENSATION.
The
information required by this item is incorporated by reference from the
definitive proxy statement for the 2007 Annual Meeting of
Shareholders.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
The
information required by this item is incorporated by reference from the
definitive proxy statement for the 2007 Annual Meeting of
Shareholders.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
|
The
information required by this item is incorporated by reference from the
definitive proxy statement for the 2007 Annual Meeting of
Shareholders.
EXHIBIT
NO.
|
DESCRIPTION
|
|
|
3(1)
|
Registrant’s
Articles of Incorporation are incorporated by reference to
Exhibit 3(1) to
the Registration Statement on Form SB-2 (Registration No. 333-113691)
(the
“Registration Statement”).
|
|
|
3(2)
|
Registrant’s
Amended Code of By-Laws is incorporated by reference to Exhibit
3(1) to
the Registrant’s Form 10-QSB for the quarter ended September 30,
2004.
|
|
|
3(3)
|
Bylaw
amendment
|
|
|
10(1)
|
Third
Century Stock Option Plan is incorporated by reference to Exhibit
10(1) to
the Registration Statement.
|
|
|
10(2)
|
Mutual
Savings Bank Recognition and Retention Plan and Trust is incorporated
by
reference to Exhibit 10(2) to the Registration
Statement.
|
|
|
10(3)
|
Employment
Agreement between Mutual Savings Bank and Robert D. Heuchan
is
incorporated by reference to Exhibit 10(3) to the Registration
Statement.
|
|
|
10(4)
|
Employment
Agreement between Mutual Savings Bank and David A. Coffey is
incorporated
by reference to Exhibit 10(4) to the Registration
Statement.
|
|
|
10(5)
|
Third
Century Bancorp Employee Stock Ownership Plan and Trust Agreement
is
incorporated by reference to Exhibit 10(5) to the Registration
Statement.
|
|
|
10(6)
|
Service
Agreement with Intrieve, Incorporated is incorporated by reference
to
Exhibit 10(6) to the Registration Statement.
|
|
|
10(7)
|
Exempt
Loan and Share Purchase Agreement is incorporated by reference
to the
Annual Report on Form 10-KSB for the year ended December 31,
2004.
|
|
|
13
|
2006
Shareholder Annual Report
|
|
|
14
|
Code
of Ethics is incorporated by reference to the Annual Report
on Form 10-KSB
for the year ended December 31, 2004.
|
|
|
21
|
Subsidiaries
of the Registrant is incorporated by reference to the Annual
Report on
Form 10-KSB for the year ended December 31, 2005.
|
|
|
23
|
Consent
of BKD, LLP
|
|
|
31(1)
|
Chief
Executive Officer Certification
|
|
|
31(2)
|
Chief
Financial Officer Certification
|
|
|
32
|
Section
906 Certification
|
ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
Incorporated
by reference into the definitive proxy statement of the Company for the
2007
Annual Meeting of Shareholders.
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
THIRD
CENTURY BANCORP
|
|
|
|
|
|
|
Date: March 21,
2007
|
By:
|
/s/
Robert D. Heuchan
|
|
|
Robert
D. Heuchan, President and
|
|
|
Chief
Executive Officer
|
In
accordance with the Exchange Act, this report has been signed below by
the
following persons on behalf of the registrant and in the capacities and
on the
dates indicated.
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/
Robert D. Heuchan
|
|
President,
Chief Executive Officer
|
|
|
Robert
D. Heuchan
|
|
and
Director
|
|
March
21, 2007
|
|
|
|
|
|
/s/
Debra K. Harlow
|
|
Chief
Financial Officer
(Principal
Financial and Accounting
|
|
|
Debra
K. Harlow
|
|
Officer)
|
|
March
21, 2007
|
|
|
|
|
|
|
|
|
|
|
/s/
David A. Coffey
|
|
|
|
|
David
A. Coffey
|
|
Director
|
|
March
21, 2007
|
|
|
|
|
|
/s/
Robert L. Ellett
|
|
|
|
|
Robert
L. Ellett
|
|
Director
|
|
March
21, 2007
|
|
|
|
|
|
/s/
Jerry D. Petro
|
|
|
|
|
Jerry
D. Petro
|
|
Director
|
|
March
21, 2007
|
|
|
|
|
|
/s/
Robert D. Schafstall
|
|
|
|
|
Robert
D. Schafstall
|
|
Director
|
|
March
21, 2007
|
|
|
|
|
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
|
|
|
3(1)
|
Registrant’s
Articles of Incorporation are incorporated by reference to
Exhibit 3(1) to
the Registration Statement on Form SB-2 (Registration No.
333-113691) (the
“Registration Statement”).
|
|
|
|
|
3(2)
|
Registrant’s
Amended Code of By-Laws is incorporated by reference to Exhibit
3(1) to
the Registrant’s Form 10-QSB for the quarter ended September 30,
2004.
|
|
|
|
|
|
Bylaw
amendment
|
|
|
|
|
10(1)
|
Third
Century Stock Option Plan is incorporated by reference to
Exhibit 10(1) to
the Registration Statement.
|
|
|
|
|
10(2)
|
Mutual
Savings Bank Recognition and Retention Plan and Trust is
incorporated by
reference to Exhibit 10(2) to the Registration Statement.
|
|
|
|
|
10(3)
|
Employment
Agreement between Mutual Savings Bank and Robert D. Heuchan
is
incorporated by reference to Exhibit 10(3) to the Registration
Statement.
|
|
|
|
|
10(4)
|
Employment
Agreement between Mutual Savings Bank and David A. Coffey
is incorporated
by reference to Exhibit 10(4) to the Registration
Statement.
|
|
|
|
|
10(5)
|
Third
Century Bancorp Employee Stock Ownership Plan and Trust Agreement
is
incorporated by reference to Exhibit 10(5) to the Registration
Statement.
|
|
|
|
|
10(6)
|
Service
Agreement with Intrieve, Incorporated is incorporated by
reference to
Exhibit 10(6) to the Registration Statement.
|
|
|
|
|
10(7)
|
Exempt
Loan and Share Purchase Agreement is incorporated by reference
to the
Annual Report on Form 10-KSB for the year ended December
31,
2004.
|
|
|
|
|
|
2006
Shareholder Annual Report
|
|
|
|
|
14
|
Code
of Ethics is incorporated by reference to the Annual Report
on Form 10-KSB
for the year ended December 31, 2004.
|
|
|
|
|
21
|
Subsidiaries
of the Registrant is incorporated by reference to the Annual
Report on
Form 10-KSB for the year ended December 31, 2005.
|
|
|
|
|
|
Consent
of BKD, LLP
|
|
|
|
|
|
Chief
Executive Officer Certification
|
|
|
|
|
|
Chief
Financial Officer Certification
|
|
|
|
|
|
Section
906 Certification
|
|